Filed by Dell Technologies Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Dell Technologies Inc.
(Commission File No. 001-37867)
Dell Technologies Financial Supplement This document is a compilation of select publicly available information including: Financial Projections Historical Financial Performance Valuation Metrics and Benchmarking Historical Non-GAAP Reconciliations The purpose of the document is to provide this information from separate filings and presentations together in one file to assist the analyst community in facilitating their work as they build out financial models and perform due diligence on the company.
Initial Dell Projections (as of February 2018) Source: S-4/A Filed September 6, 2018 ($ in Billions) DISCLAIMER: THESE PROJECTIONS ARE PROVIDED SOLELY FOR CONVENIENCE PURPOSES AS THEY WERE INITIALLY PREPARED BETWEEN FEBRUARY 2018 AND MAY 2018 IN CONNECTION WITH THE BOARDS EVALUATION OF THE CLASS V TRANSACTION BUT HAVE BEEN SUPERSEDED BY DELLS SUBSEQUENT PERFORMANCE AS REFLECTED BY ITS UPDATED FY 2019 GUIDANCE. ASC 605 FY18A FY19E FY20E FY21E FY22E Infrastructure Solutions Group (ISG) $30.4 $31.9 $33.7 $36.1 $39.1 Client Solutions Group (CSG) 39.5 40.1 41.5 42.9 44.4 Other 2.1 2.0 2.9 4.0 5.0 Dell Excl. VMware 72.0 74.0 78.1 83.1 88.5 VMware 7.9 8.7 9.4 10.3 11.4 Total Revenue $79.9 $82.7 $87.5 $93.4 $99.9 Dell Excl. VMware 5.4 5.9 6.7 8.0 9.1 VMware 2.8 3.1 3.4 3.7 4.1 Total EBITDA $8.2 $9.0 $10.1 $11.7 $13.1 Dell Excl. VMware Cash Net Income $1.3 $1.9 $2.7 $3.7 $4.6 Dell Excl. VMware 5.4 4.6 4.9 6.1 7.1 VMware 1.5 1.6 2.1 2.3 2.6 Total Adj. Unlevered Free Cash Flow $6.9 $6.2 $7.0 $8.4 $9.7 Dell Excl. VMware 3.6 2.9 3.3 4.6 5.7 VMware 1.4 1.5 2.0 2.3 2.6 Total Adj. Levered Free Cash Flow $5.0 $4.4 $5.3 $6.8 $8.2 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot. (1) Other includes Pivotal, SecureWorks, Virtustream, RSA Security, Boomi and unallocated corporate. (2) Dell Excl. VMware consolidates 100% of each of Dell Technologies majority held businesses, Pivotal and SecureWorks. (3) Tax rate for Dell Excl. VMware is assumed to be 26.0% in Fiscal 2019 and 20.0% in fiscal years 2020 through 2022. (4) Cash Net Income includes cash interest and cash taxes at tax rates listed in footnotes (3) and (9), as applicable. (5) Adj. Levered Free Cash Flow is equal to cash flow from operations (which is net of the increase in DFS financing receivables), less capitalized expenditures and capitalized software expenses, less cash acquisitions and share repurchases, plus an adjustment equal to 80% of the increase in DFS financing receivables. The table set forth below reflects Adj. Levered Free Cash Flow for Dell Excl. VMware before the increase in DFS financing receivables (i.e., 100% adjustment) and net of the increase in DFS financing receivables (i.e., 0% adjustment). Such adjustment is not applicable to VMware. Total and VMware Adj. Levered Free Cash Flow include the impact of VMware share repurchases. ASC 605 FY18A FY19E FY20E FY21E FY22E Adj. Levered Free Cash Flow Dell Excl. VMware (Before the Increase in DFS Financing Receivables, i.e., 100% Adjustment) 3.8 3.2 3.5 4.8 5.9 Adj. Levered Free Cash Flow Dell Excl. VMware (Net of the Increase in DFS Financing Receivables, i.e., 0% Adjustment) 2.3 1.9 2.5 3.8 4.9 (6) Adj. Unlevered Free Cash Flow is equal to Adj. Levered Free Cash Flow, plus cash interest expense, less the tax shield on interest expense. The table set forth below reflects Adj. Unlevered Free Cash Flow for Dell Excl. VMware before the increase in DFS financing receivables (i.e., 100% adjustment) and net of the increase in DFS financing receivables (i.e., 0% adjustment). Such adjustment is not applicable to VMware. ASC 605 FY18A FY19E FY20E FY21E FY22E Adj. Unlevered Free Cash Flow Dell Excl. VMware (Before the Increase in DFS Financing Receivables, i.e., 100% Adjustment) 5.5 4.9 5.1 6.3 7.3 Adj. Unlevered Free Cash Flow Dell Excl. VMware (Net of the Increase in DFS Financing Receivables, i.e., 0% Adjustment) 4.0 3.6 4.1 5.3 6.3 (7) VMware segment results include 100% of the VMware business and differ from the standalone VMware results provided by VMware. (8) EBITDA, Adj. Unlevered Free Cash Flow and Adj. Levered Free Cash Flow for VMware are obtained by subtracting such metrics for Dell Excl. VMware from the total for such metrics, respectively. (9) Tax rate for VMware was 20.5% in fiscal year 2018 and is assumed to be 16.0% from fiscal years 2019 through 2022. (10) Adj. Unlevered Free Cash Flow equals Adj. Levered Free Cash Flow plus cash interest expense less tax shield on interest expense. (11) Adj. Levered Free Cash Flow for VMware includes cash flow from operations less capital expenses. (12) Financial information is presented on a non-GAAP basis.
VMware Projections (as of March 2018) Source: S-4/A Filed September 6, 2018 ($ in Billions) ASC 606 FY18A FY19E FY20E FY21E FY22E VMware Revenue $7.9 $8.7 $9.6 $10.6 $11.6 VMware EBITDA 3.1 3.4 3.7 4.2 4.6 VMware Net Income 2.2 2.5 2.8 3.1 3.4 VMware Adj. Levered Free Cash Flow 2.9 3.3 3.8 4.2 4.7 (1) VMware metrics include 100% of VMwares business. (2) Tax rate for VMware was 20.5% in fiscal year 2018 and is assumed to be 16.0% from fiscal years 2019 through 2022. (3) VMware EBITDA also excludes amortization expenses associated with deferred commissions, which are not excluded from VMware EBITDA included as shown in the initial Dell projections or the updated Dell projections. (4) Adj. Levered Free Cash Flow for VMware includes cash flow from operations less capital expenses. (5) VMware projections are provided on a standalone basis, not as consolidated within Dell Technologies. (6) Financial information is presented on a non-GAAP basis.
Updated Dell Projections (as of May 2018) Source: S-4/A Filed September 6, 2018 ($ in Billions) ASC 606 FY19E FY20E FY21E FY22E FY23E Infrastructure Solutions Group (ISG) $33.9-34.6 $34.9-35.6 $36.3-37.3 $37.3-38.6 $39.0-40.8 Client Solutions Group (CSG) 41.9-43.0 42.9-44.2 44.8-46.6 45.9-48.1 46.6-49.3 Dell Excl. VMware 77.8-79.6 80.9-83.0 85.1-87.9 88.0-91.6 91.4-95.9 VMware 8.7-8.9 9.6-9.8 10.5-10.7 11.5-11.7 12.6-12.9 Total Revenue $86.5-88.5 $90.5-92.8 $95.6-98.6 $99.5-103.3 $104.0-108.8 Dell Excl. VMware 6.5 7.2 8.2 9.1 9.9 VMware 3.2 3.6 4.0 4.3 4.8 Total EBITDA $9.7 $10.8 $12.2 $13.5 $14.7 Dell Excl. VMware Cash Net Income $2.4 $3.2 $4.0 $4.8 $5.7 Dell Excl. VMware 6.5 5.5 6.6 7.2 8.0 VMware 2.5 2.3 2.8 3.3 3.7 Total Adj. Unlevered Free Cash Flow $9.0 $7.8 $9.4 $10.5 $11.7 Dell Excl. VMware 4.8 4.0 5.2 5.9 6.9 VMware 2.4 2.2 2.7 3.2 3.6 Total Adj. Levered Free Cash Flow $7.2 $6.2 $7.9 $9.1 $10.5 (1) Dell Excl. VMware consolidates 100% of each of Dell Technologies majority held businesses, Pivotal and SecureWorks. (2) Tax rate for Dell Excl. VMware is assumed to be 24.8% in Fiscal 2019 and 20.0% in fiscal years 2020 through 2023. (3) Cash Net Income includes cash interest and cash taxes at tax rates listed in footnotes (2) and (9), as applicable. (4) Adj. Levered Free Cash Flow is equal to cash flow from operations (which is net of the increase in DFS financing receivables), less capitalized expenditures and capitalized software expenses, less cash acquisitions and share repurchases, plus an adjustment equal to 80% of the increase in DFS financing receivables. The table set forth below reflects Adj. Levered Free Cash Flow for Dell Excl. VMware before the increase in DFS financing receivables (i.e., 100% adjustment) and net of the increase in DFS financing receivables (i.e., 0% adjustment). Such adjustment is not applicable to VMware. Total and VMware Adj. Levered Free Cash Flow include the impact of VMware share repurchases. ASC 606 FY19E FY20E FY21E FY22E FY23E Adj. Levered Free Cash Flow Dell Excl. VMware (Before the 5.1 4.2 5.4 6.2 7.2 Increase in DFS Financing Receivables, i.e., 100% Adjustment) Adj. Levered Free Cash Flow Dell Excl. VMware (Net of the 3.8 3.0 4.2 5.0 6.0 Increase in DFS Financing Receivables, i.e., 0% Adjustment) (5) Adj. Unlevered Free Cash Flow is equal to Adj. Levered Free Cash Flow, plus cash interest expense, less the tax shield on interest expense. The table set forth below reflects Adj. Unlevered Free Cash Flow for Dell Excl. VMware before the increase in DFS financing receivables (i.e., 100% adjustment) and net of the increase in DFS financing receivables (i.e., 0% adjustment). Such adjustment is not applicable to VMware. ASC 606 FY19E FY20E FY21E FY22E FY23E Adj. Unlevered Free Cash Flow Dell Excl. VMware (Before the 6.8 5.7 6.9 7.5 8.3 Increase in DFS Financing Receivables, i.e., 100% Adjustment) Adj. Unlevered Free Cash Flow Dell Excl. VMware (Net of the 5.5 4.5 5.7 6.3 7.1 Increase in DFS Financing Receivables, i.e., 0% Adjustment) (6) VMware segment results include 100% of the VMware business and differ from the standalone VMware results provided by VMware. (7) Revenue for Dell Excl. VMware is obtained by subtracting Revenue for VMware from Total Revenue. (8) Adj. Unlevered Free Cash Flow and Adj. Levered Free Cash Flow for VMware are obtained by subtracting such metrics for Dell Excl. VMware from the total for such metrics, respectively. (9) Tax rate for VMware was 20.5% in fiscal year 2018 and is assumed to be 16.0% from fiscal years 2019 through 2023. (10) Adj. Unlevered Free Cash Flow equals Free Cash Flow plus cash interest expense less tax shield on interest expense. (11) The estimated Adj. Unlevered Free Cash Flow amounts used by Goldman Sachs for purposes of its discounted cash flow analyses also included stock-based compensation as an expense and assumed a 20% tax rate applied to unlevered earnings. In addition, the terminal year Adj. Unlevered Free Cash Flow amounts used by Goldman Sachs assumed a long-term reduced working capital benefit, in line with the midpoint of Dell Technologies assumed perpetuity growth rate range, as approved for Goldman Sachs use by Dell Technologies management. (12) Adj. Levered Free Cash Flow for VMware includes cash flow from operations less capital expenses. (13) EBITDA, Net Income, Adj. Unlevered Free Cash Flow and Adj. Levered Free Cash Flow financial estimates represent the midpoint of performance range expectations. (14) Financial information is presented on a non-GAAP basis.
Dell Management VMware Projections (as of May 2018) Source: S-4/A Filed September 6, 2018 ($ in Billions) ASC 606 FY18A FY19E FY20E FY21E FY22E FY23E VMware Revenue $8.0 $8.8 $9.7 $10.6 $11.6 $12.8 VMware EBITDA 3.1 3.2 3.6 4.0 4.3 4.8 (1) VMware metrics include 100% of VMwares business. (2) Financial information is presented on a non-GAAP basis.
Financial Guidance Source: 9/18/18 Analyst Day Presentation ($ in Billions) Long term Targets at Current Market Projections FY19 GuidanceRevenue CAGR Performance vs. Market (Orders Basis) LowHigh Low High Total $90.5$92.0 4% 6% Grow at a premium to market in all major product categories Non-GAAP Revenue ISG Growth 14% 18% 3% 5% Mainstream Server: 57pts growth premium vs. market External Storage: 89pts growth premium vs. market CSG Growth 8%12% 2% 4% Client: ~115145bps annual share gain Non-GAAP Operating Income $8.4$8.8 ~12% of Revenue in FY23 Non-GAAP Net Income $4.9$5.3 Net income to grow more quickly than operating income Note: Client unit share expectations excluding Chrome; Mainstream Server growth premium compared to IDC forecast excluding Hyperconverged Infrastructure; External Storage growth premium compared to IDC forecast which includes Hyperconverged Infrastructure; Internal analysis directionally adjusts IDC reporting to Dell Technologies product taxonomy; All IDC reporting on a CY basis, not adjusted for Dell Technologies FY convention; Revenue and financials represented on a Non-GAAP basis.
GAAP Business Unit Revenue and Operating Income / (Loss) Summary ($ in Millions) ASC 605 FY17 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY18 CSG $36,754 $9,056 $9,851 $9,959 $10,589 $39,455 ISG 21,776 6,916 7,406 7,518 8,812 30,652 VMware 3,225 1,736 1,907 1,953 2,329 7,925 Reportable segment net revenue 61,755 17,708 19,164 19,430 21,730 78,032 Other businesses 1,026 462 472 475 492 1,901 Unallocated transactions 41 1 (2) (3) (4) Impact of purchase accounting (1,180) (355) (335) (295) (284) (1,269) Total GAAP revenue $61,642 $17,816 $19,299 $19,610 $21,935 $78,660 Operating income / (loss) CSG $1,845 $374 $566 $672 $581 $2,193 ISG 2,393 323 430 678 748 2,179 Vmware(1) 1,113 486 561 639 834 2,520 Reportable segment operating income 5,351 1,183 1,557 1,989 2,163 6,892 Other businesses (39) 3 1 6 (31) (21) Unallocated transactions (199) 11 (6) (9) (12) (16) Impact of purchase accounting (2,294) (423) (406) (366) (351) (1,546) Amortization of intangibles (3,681) (1,776) (1,740) (1,734) (1,730) (6,980) Transaction related expense (1,488) (191) (138) (86) (87) (502) Other corporate expense (902) (307) (247) (333) (273) (1,160) Total GAAP operating loss ($3,252) ($1,500) ($979) ($533) ($321) ($3,332) Interest and other, net (2,104) (573) (545) (682) (555) (2,355) Income tax benefit (1,619) (690) (546) (274) (323) (1,833) Net loss ($3,737) ($1,383) ($978) ($941) ($553) ($3,855) % of total GAAP revenue (6.1%) (7.8%) (5.1%) (4.8%) (2.5%) (4.9%) ASC 606 FY17 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY18 FY19Q1 FY19Q2 CSG $36,509 $9,048 $9,866 $9,829 $10,475 $39,218 $10,271 $11,128 ISG 22,070 6,961 7,467 7,535 8,954 30,917 8,667 9,227 Vmware(1) 3,543 1,818 1,984 1,933 2,259 7,994 2,028 2,194 Reportable segment net revenue 62,122 17,827 19,317 19,297 21,688 78,129 20,966 22,549 Other businesses 1,153 529 543 557 566 2,195 579 574 Unallocated transactions 41 (1) (4) (3) (7) (15) (2) (1) Impact of purchase accounting (1,152) (355) (335) (295) (284) (1,269) (187) (180) Total GAAP revenue $62,164 $18,000 $19,521 $19,556 $21,963 $79,040 $21,356 $22,942 Operating income / (loss) CSG $1,751 $325 $528 $630 $561 $2,044 $533 $425 ISG 2,920 506 647 870 1,045 3,068 939 1,012 VMware 1,516 611 728 634 836 2,809 613 736 Reportable segment operating income 6,187 1,442 1,903 2,134 2,442 7,921 2,085 2,173 Other businesses (42) (23) (29) (19) (54) (125) (50) (49) Unallocated transactions (198) 6 (8) (6) (16) (24) (9) (16) Impact of purchase accounting (2,266) (423) (406) (366) (351) (1,546) (222) (215) Amortization of intangibles (3,681) (1,776) (1,740) (1,734) (1,730) (6,980) (1,522) (1,526) Transaction related expense (1,488) (191) (138) (86) (87) (502) (166) (104) Other corporate expense (902) (307) (247) (333) (273) (1,160) (269) (276) Total GAAP operating loss ($2,390) ($1,272) ($665) ($410) ($69) ($2,416) ($153) ($13) Interest and other, net (2,104) (572) (545) (682) (554) (2,353) (470) (455) Income tax benefit (1,420) (641) (471) (241) (490) (1,843) (85) (7) Net loss ($3,074) ($1,203) ($739) ($851) ($133) ($2,926) ($538) ($461) % of total GAAP revenue (4.9%) (6.7%) (3.8%) (4.4%) (0.6%) (3.7%) (2.5%) (2.0%) Note: EMC Merger closed on September 7, 2016. Results presented on a continuing operations basis. Historical results prior to 3Q17 do not include EMC acquired businesses. (1) The VMware business unit results reflect the operations of VMware within Dell Technologies and are different from VMwares results on a standalone basis.
Non-GAAP Income Statement Summary ($ in Millions) ASC 605 FY17 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY18 Products $49,006 $13,023 $14,405 $14,713 $16,830 $58,971 Services 13,816 5,148 5,229 5,192 5,389 20,958 Net Revenue 62,822 18,171 19,634 19,905 22,219 79,929 Products 39,660 10,494 11,436 11,440 13,072 46,442 Services 6,343 2,031 2,098 2,048 2,125 8,302 Cost of revenue 46,003 12,525 13,534 13,488 15,197 54,744 Products 9,346 2,529 2,969 3,273 3,758 12,529 Services 7,473 3,117 3,131 3,144 3,264 12,656 Gross margin 16,819 5,646 6,100 6,417 7,022 25,185 % of net revenue 26.8% 31.1% 31.1% 32.2% 31.6% 31.5% Operating expenses 11,706 4,449 4,548 4,431 4,902 18,330 Operating income 5,113 1,197 1,552 1,986 2,120 6,855 % of net revenue 8.1% 6.6% 7.9% 10.0% 9.5% 8.6% Adjusted EBITDA $5,941 $1,567 $1,866 $2,318 $2,466 $8,217 % of net revenue 9.5% 8.6% 9.5% 11.6% 11.1% 10.3% Net Income $2,687 $581 $873 $1,109 $1,097 $3,660 % of net revenue 4.3% 3.2% 4.4% 5.6% 4.9% 4.6% ASC 606 FY17(1) FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY18 FY19Q1 FY19Q2 Products $51,357 $13,689 $15,152 $15,153 $17,427 $61,421 $16,688 $18,167 Services 11,959 4,666 4,704 4,698 4,820 18,888 4,855 4,955 Net Revenue 63,316 18,355 19,856 19,851 22,247 80,309 21,543 23,122 Products 40,879 10,858 11,833 11,644 13,325 47,660 12,770 14,197 Services 4,956 1,696 1,764 1,733 1,788 6,981 1,854 1,859 Cost of revenue 45,835 12,554 13,597 13,377 15,113 54,641 14,624 16,056 Products 10,478 2,831 3,319 3,509 4,102 13,761 3,918 3,970 Services 7,003 2,970 2,940 2,965 3,032 11,907 3,001 3,096 Gross margin 17,481 5,801 6,259 6,474 7,134 25,668 6,919 7,066 % of net revenue 27.6% 31.6% 31.5% 32.6% 32.1% 32.0% 32.1% 30.6% Operating expenses 11,534 4,376 4,393 4,365 4,762 17,896 4,893 4,958 Operating income 5,947 1,425 1,866 2,109 2,372 7,772 2,026 2,108 % of net revenue 9.4% 7.8% 9.4% 10.6% 10.7% 9.7% 9.4% 9.1% Adjusted EBITDA $6,775 $1,795 $2,180 $2,441 $2,718 $9,134 $2,383 $2,459 % of net revenue 10.7% 9.8% 11.0% 12.3% 12.2% 11.4% 11.1% 10.6% Net Income $3,322 $761 $1,112 $1,199 $1,298 $4,370 $1,174 $1,349 % of net revenue 5.2% 4.1% 5.6% 6.0% 5.8% 5.4% 5.4% 5.8% Note: EMC Merger closed on September 7, 2016. Results presented on a continuing operations basis. Historical results prior to 3Q17 do not include EMC acquired businesses. (1) Non-GAAP FY17 revenue includes a one-time $28 million ASC 606 impact to purchase accounting associated with the going-private transaction.
Consolidated Balance Sheet ($ in Millions) ASC 605 ASC 606 FY16Q4 FY17Q1 FY17Q2 FY17Q3 FY17Q4 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY19Q1 FY19Q2 Cash and cash equivalents $6,576 $6,139 $7,226 $8,822 $9,474 $9,554 $9,213 $11,706 $13,942 $15,324 $15,312 Short-term investments 1,857 1,975 1,620 2,015 2,008 2,187 2,402 2,504 Accounts receivable, net 5,092 5,075 5,257 8,830 9,420 8,834 9,716 9,189 11,721 10,561 11,201 Short-term financing receivables, net 2,915 2,855 2,867 3,049 3,222 3,255 3,473 3,643 3,919 3,962 4,140 Inventories, net 1,643 1,655 1,446 3,504 2,538 2,466 2,594 2,582 2,678 2,933 3,642 Other current assets 3,508 3,321 3,326 4,441 4,144 4,655 5,194 5,397 5,881 6,049 6,326 Current assets held for sale 1,721 1,719 4,125 5,904 Total current assets 21,455 20,764 24,247 36,407 30,773 30,384 32,205 34,525 40,328 41,231 43,125 Restricted cash 23,285 Property, plant, and equipment, net 1,755 1,684 1,562 5,805 5,653 5,438 5,400 5,378 5,390 5,303 5,240 Long-term investments 114 101 104 4,285 3,802 3,772 4,022 4,273 4,163 3,943 3,649 Long-term financing receivables, net 2,177 2,190 2,271 2,390 2,651 2,741 3,199 3,317 3,724 3,799 4,030 Goodwill 9,797 9,797 8,406 38,840 38,910 38,930 39,407 39,330 39,920 39,656 39,504 Intangible assets, net 9,190 8,663 7,595 36,571 35,053 33,283 31,580 29,846 28,265 26,737 25,208 Other non-current assets 634 680 1,446 1,334 1,364 1,492 1,681 1,725 2,403 2,548 2,625 Total assets $45,122 $43,879 $68,916 $125,632 $118,206 $116,040 $117,494 $118,394 $124,193 $123,217 $123,381 Short-term debt $2,981 $2,465 $2,500 $8,388 $6,329 $4,842 $7,686 $6,235 $7,873 $7,133 $9,144 Accounts payable 12,761 12,412 14,050 14,644 14,422 15,064 16,916 16,711 18,334 18,534 20,853 Accrued and other 4,377 4,193 3,835 7,445 7,119 6,376 6,798 6,901 8,026 6,952 7,216 Short-term deferred revenue 4,257 4,414 3,916 9,215 10,265 10,354 10,726 10,895 11,606 11,495 11,965 Current liabilities held for sale 614 464 1,522 1,677 Total current liabilities 24,990 23,948 25,823 41,369 38,135 36,636 42,126 40,742 45,839 44,114 49,178 Long-term debt 10,650 10,679 33,836 47,284 43,061 44,948 41,374 45,416 43,998 44,770 40,414 Long-term deferred revenue 4,422 4,484 4,154 7,907 8,431 8,330 8,878 9,161 9,210 9,464 9,735 Other non-current liabilities 3,488 3,036 2,733 9,066 9,339 8,435 7,847 7,487 7,277 7,045 6,787 Total liabilities 43,550 42,147 66,546 105,626 98,966 98,349 100,225 102,806 106,324 105,393 106,114 Redeemable shares 106 165 179 187 231 301 333 362 384 844 2,056 Common stock and capital in excess of par value 5,727 5,681 5,682 19,925 20,199 20,057 20,095 19,927 19,889 19,521 18,321 Treasury stock at cost (175) (752) (1,113) (1,136) (1,440) (1,440) (1,477) (1,487) Accumulated deficit (3,937) (3,883) (3,309) (5,366) (5,609) (6,859) (7,805) (8,742) (6,860) (7,438) (7,937) Accumulated other comprehensive income (loss) (324) (356) (308) (504) (595) (553) (207) (226) 130 (121) (334) Total Dell Technologies Inc. stockholders equity 1,466 1,442 2,065 13,880 13,243 11,532 10,947 9,519 11,719 10,485 8,563 Non-controlling interests 125 126 5,939 5,766 5,858 5,989 5,707 5,766 6,495 6,648 Total stockholders equity 1,466 1,567 2,191 19,819 19,009 17,390 16,936 15,226 17,485 16,980 15,211 Total liabilities, redeemable shares, and stockholders equity $45,122 $43,879 $68,916 $125,632 $118,206 $116,040 $117,494 $118,394 $124,193 $123,217 $123,381 Note: EMC Merger closed on September 7, 2016.
Consolidated Statements of Cash Flows ($ in Millions) ASC 605 ASC 606 FY17Q1 FY17Q2 FY17Q3 FY17Q4 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY19Q1 FY19Q2 Net income / (loss) $55 $572 ($2,075) ($270) ($1,383) ($978) ($941) ($553) ($538) ($461) Depreciation and amortization 692 629 1,576 2,041 2,212 2,142 2,137 2,143 1,914 1,931 Amortization of debt issuance costs 12 12 117 127 46 44 50 43 36 36 Stock-based compensation expense 14 20 149 215 201 208 221 205 199 216 Deferred income taxes (586) (1,033) (417) (165) (839) (717) (401) (638) (363) (316) Effects of exchange rate changes 27 20 5 22 27 15 35 36 Net (gain)/loss on sale of businesses (2,319) (33) 7 46 (4) (32) 5 Provision for doubtful accounts including financing receivables 26 19 35 40 34 43 40 47 37 44 Other 34 (8) 3 31 107 66 54 3 31 22 Changes in assets and liabilities, net of effects from acquisitions and dispositions: Accounts receivable, net 108 (488) (776) (620) 561 (790) 487 (1,773) 949 (873) Financing receivables, net 73 (147) (179) (498) (136) (521) (369) (627) (249) (499) Inventories, net (20) 191 (19) 924 15 (186) (34) (120) (389) (747) Other assets 126 1 (192) 280 (529) (607) (150) 277 (144) (376) Accounts payable (440) 1,672 (264) (217) 665 1,779 (172) 1,507 270 2,360 Deferred revenue 163 123 733 1,603 (1) 899 395 2,005 287 830 Accrued and other liabilities (347) 295 1,058 (454) (707) 412 225 580 (849) 461 Change in cash from operating activities ($63) $1,878 ($246) $740 $240 $1,816 $1,623 $3,131 $1,159 $2,633 Cash flows from investing activities: Investments: Purchases ($8) ($503) ($267) ($559) ($1,701) ($1,194) ($935) ($439) ($449) Maturities and sales 12 6 543 612 973 1,085 935 885 531 791 Capital expenditures (92) (143) (182) (282) (245) (316) (341) (310) (273) (288) Proceeds from sale of facilities, land, and other assets 4 15 5 10 Capitalized software development costs (85) (122) (89) (98) (94) (88) (89) (71) Collections on purchased financing receivables 16 9 6 4 3 7 15 5 10 7 Acquisition of businesses, net (37,614) (15) (12) (211) (435) Divestitures of businesses, net 6,873 (20) 20 142 Asset acquisitions, net (86) (9) (1) (38) Asset dispositions, net (41) (12) (6) (3) (3) Other (40) (8) (6) Change in cash from investing activities ($60) ($161) ($37,838) $6,803 $51 ($1,341) ($700) ($891) ($149) ($13) Cash flows from financing activities: Payment of dissenting shares obligation (446) 1 (76) Share repurchases for tax withholdings of equity awards (1) (1) (26) (65) (126) (68) (105) (86) (100) (99) Proceeds from the issuance of DHI Common Stock 4,404 18 Proceeds from the issuance of common stock of subsidiaries 102 (2) 1 63 8 72 30 21 642 11 Repurchases of DHI Group Common Stock (2) (8) (2) (4) (37) (10) Repurchases of Class V Common Stock (132) (569) (368) (54) (300) Repurchase of common stock of subsidiaries (611) (555) (169) Payments for debt issuance costs (2) (13) (834) (4) (5) (39) (4) (3) (5) Proceeds from debt 552 1,596 43,838 907 3,441 1,335 8,416 1,246 1,863 2,774 Repayments of debt (1,041) (1,597) (7,000) (7,322) (3,154) (2,155) (5,872) (1,140) (1,822) (5,126) Other 3 3 4 6 1 Change in cash from financing activities (387) (462) 39,636 (6,966) (205) (870) 1,571 (132) 543 (2,530) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 73 (21) (21) (7) (6) 54 (1) 128 (86) (130) Change in cash, cash equivalents, and restricted cash ($437) $1,234 $1,531 $570 $80 ($341) $2,493 $2,236 $1,467 ($40) Cash, cash equivalents, and restricted cash at beginning of the period 6,576 6,139 7,373 8,904 9,474 9,554 9,213 11,706 14,378 15,845 Cash, cash equivalents, and restricted cash at end of the period 6,139 7,373 8,904 9,474 9,554 9,213 11,706 13,942 15,845 15,805 Note: EMC Merger closed on September 7, 2016.
Dell Financial Services ($ in Billions) FY17Q1 FY17Q2 FY17Q3 FY17Q4 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY19Q1 FY19Q2 Financing Receivables(1) $5.0 $5.1 $5.4 $5.9 $6.0 $6.7 $7.0 $7.6 $7.8 $8.2 Originations(2) $0.8 $1.0 $1.1 $1.6 $1.1 $1.6 $1.6 $1.9 $1.7 $1.9 Note: EMC Merger closed on September 7, 2016. (1) Amounts represent financing receivables included on the Dell Technologies Statements of Financial Position. (2) Originations represent the amounts of financing provided by DFS to customers for equipment and related software and services, including third-party originations.
Segment Information ($ in Millions) ASC 605 ASC 606 FY17Q1 FY17Q2 FY17Q3 FY17Q4 FY17 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY18 FY17 FY18 FY19Q1 FY19Q2 ISG Servers and Networking $3,075 $3,237 $2,910 $3,612 $12,834 $3,231 $3,740 $3,851 $4,576 $15,398 $12,973 $15,533 $4,585 $5,061 Storage 538 542 3,079 4,783 8,942 3,685 3,666 3,667 4,236 15,254 9,097 15,384 4,082 4,166 Total ISG Net Revenue $3,613 $3,779 $5,989 $8,395 $21,776 $6,916 $7,406 $7,518 $8,812 $30,652 $22,070 $30,917 $8,667 $9,227 ISG Operating Income $192 $300 $897 $1,004 $2,393 $323 $430 $678 $748 $2,179 $2,920 $3,068 $939 $1,012 % of ISG net revenue 5.3% 7.9% 15.0% 12.0% 11.0% 4.7% 5.8% 9.0% 8.5% 7.1% 13.2% 9.9% 10.8% 11.0% CSG Commercial $6,145 $6,798 $6,400 $6,663 $26,006 $6,350 $7,196 $6,907 $7,294 $27,747 $25,773 $27,507 $7,363 $8,109 Consumer 2,426 2,422 2,787 3,113 10,748 2,706 2,655 3,052 3,295 11,708 10,736 11,711 2,908 3,019 Total CSG Net Revenue $8,571 $9,220 $9,187 $9,776 $36,754 $9,056 $9,851 $9,959 $10,589 $39,455 $36,509 $39,218 $10,271 $11,128 CSG Operating Income $385 $484 $634 $342 $1,845 $374 $566 $672 $581 $2,193 $1,751 $2,044 $533 $425 % of CSG net revenue 4.5% 5.2% 6.9% 3.5% 5.0% 4.1% 5.7% 6.7% 5.5% 5.6% 4.8% 5.2% 5.2% 3.8% VMware Total VMware Net Revenue N/A N/A $1,289 $1,936 $3,225 $1,736 $1,907 $1,953 $2,329 $7,925 $3,543 $7,994 $2,028 $2,194 VMware Operating Income N/A N/A $548 $565 $1,113 $486 $561 $639 $834 $2,520 $1,516 $2,809 $613 $736 % of VMware net revenue N/A N/A 42.5% 29.2% 34.5% 28.0% 29.4% 32.7% 35.8% 31.8% 42.8% 35.1% 30.2% 33.5% Reconciliation to consolidated net revenue Reportable Segment Revenue $12,184 $12,999 $16,465 $20,107 $61,755 $17,708 $19,164 $19,430 $21,730 $78,032 $62,122 $78,129 $20,966 $22,549 Other Businesses (a) 110 118 312 480 1,026 462 472 475 492 1,901 1,153 2,195 579 574 Unallocated transactions (b) 25 28 (6) 41 1 (2) (3) (4) 41 (15) (2) (1) Impact of purchase accounting (c) (78) (65) (530) (507) (1,180) (355) (335) (295) (284) (1,269) (1,152) (1,269) (187) (180) Total Net Revenue 12,241 13,080 16,247 20,074 61,642 17,816 19,299 19,610 21,935 78,660 62,164 79,040 21,356 22,942 Reconciliation to consolidated operating income (loss) Reportable Segment Operating Income $577 $784 $2,079 $1,911 $5,351 $1,183 $1,557 $1,989 $2,163 $6,892 $6,187 $7,921 $2,085 $2,173 Other Businesses (a) (16) (11) (13) (3) (39) 3 1 6 (31) (21) (42) (125) (50) (49) Unallocated transactions (b) (22) (17) (91) (65) (199) 11 (6) (9) (12) (16) (198) (24) (9) (16) Impact of purchase accounting (c) (106) (98) (850) (1,240) (2,294) (423) (406) (366) (351) (1,546) (2,266) (1,546) (222) (215) Amortization of intangibles (491) (491) (1,164) (1,535) (3,681) (1,776) (1,740) (1,734) (1,730) (6,980) (3,681) (6,980) (1,522) (1,526) Transaction-related expenses (d) (57) (72) (1,200) (159) (1,488) (191) (138) (86) (87) (502) (1,488) (502) (166) (104) Other corporate expenses (e) (24) (28) (273) (577) (902) (307) (247) (333) (273) (1,160) (902) (1,160) (269) (276) Total Operating Income / (loss) (139) 67 (1,512) (1,668) (3,252) (1,500) (979) (533) (321) (3,333) (2,390) (2,416) (153) (13) Note: EMC Merger closed on September 7, 2016. (a) Pivotal, SecureWorks, RSA Security, Virtustream, and Boomi constitute Other businesses and do not meet the requirements for a reportable segment, either individually or collectively. The results of Other businesses are not material to the Companys overall results. (b) Unallocated transactions includes long-term incentives, certain short-term incentive compensation expenses, and other corporate items that are not allocated to Dell Technologies reportable segments. (c) Impact of purchase accounting includes non-cash purchase accounting adjustments that are primarily related to the EMC merger transaction. (d) Transaction-related expenses includes acquisition, integration, and divestiture related costs. (e) Other corporate expenses includes severance and facility action costs as well as stock-based compensation expense.
Capital Structure ($ in Billions) EMC Close FY17Q3 FY17Q4 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY19Q1 FY19Q2 Cash & Investments $15.5 $15.0 $15.3 $14.9 $15.2 $18.0 $20.3 $21.7 $21.5 Cash & Investments (excluding Unrestricted Subsidiaries) 6.8 6.8 7.3 6.0 6.0 6.1 8.3 8.1 7.2 Core Secured Debt(1) 35.4 34.6 30.0 30.7 29.3 29.1 28.7 29.1 28.9 Core Unsecured Debt 13.4 13.4 11.2 11.2 11.2 11.2 11.2 10.7 8.2 Total Core Debt(2) 48.8 48.0 41.2 41.9 40.5 40.3 39.9 39.8 37.1 Other Debt 4.0 4.1 4.1 3.6 3.6 2.1 2.1 2.1 2.1 DFS Structured Debt 3.5 3.4 3.5 3.9 4.1 4.4 4.8 5.4 5.6 DFS Allocated Debt 1.0 1.3 1.7 1.4 1.8 1.7 1.9 1.4 1.6 Total Debt, Excluding Unrestricted Subsidiaries 57.3 56.8 50.4 50.7 49.9 48.5 48.7 48.7 46.3 Unrestricted Subsidiary Debt(3,4) 4.0 4.0 4.0 4.0 Total Debt, Including Unrestricted Subsidiaries(4) 57.3 56.8 50.4 50.7 49.9 52.5 52.7 52.7 50.3 Net Core Debt(5) $42.0 $41.8 $35.0 $35.9 $34.5 $34.3 $31.6 $31.7 $29.9 Note: EMC Merger closed on September 7, 2016; Amounts are based on underlying data and may not visually foot due to rounding. (1) Core Secured Debt represents Core Debt that is secured, i.e., term loans, secured investment grade notes, and revolver loans. It excludes DFS allocated debt based on a 7:1 leverage ratio of DFS financing receivables. (2) Core Debt represents the total principal amount of our debt, less: (a) unrestricted subsidiary debt b) DFS related debt and (c) other debt. (3) Principal Face Value. (4) VMware, Pivotal, SecureWorks, Boomi, Virtustream and their respective subsidiaries are considered unrestricted subsidiaries for purposes of the existing debt of Dell Technologies. (5) Net Core Debt represents Total Core Debt less Cash and Short-Term Investments (excluding Unrestricted Subsidiaries).
Illustrative Implied Valuation Multiple Source: 7/2/18 Investor Presentation ($ in billions except per share amounts and percentages) Max. Cash Election Zero Cash Election Illustrative Value of DVMT Per Share ($) $109.00 $109.00 (x) Total DVMT Shares (M) 199.4 199.4 (=) Illustrative Value of Total DVMT Consideration $21.7 $21.7 (-) Illustrative DVMT Cash Election 9.0 (=) Illustrative Value of DVMT Stock Consideration $12.7 $21.7 (/) PF Ownership in Dell Technologies (Fully-Diluted) 21% 31% (=) Implied PF Equity Value of Dell Technologies(1) $61.1 $70.1 Value of Dell Technologies Equity Stake in Vmware 48.6 48.6 Value of Dell Technologies Equity Stake in Pivotal 3.2 3.2 Value of Dell Technologies Equity Stake in SecureWorks 0.9 0.9 (=) Value of Equity Ownership in Publicly Traded Subsidiaries $52.7 $52.7 (-) VMware Dividend Paid to Dell Technologies (Reduction in Value of Publicly Traded Subsidiaries)(2) 9.0 9.0 (=) Value of Equity Ownership in Publicly Traded Subsidiaries Pro Forma for Dividend $43.7 $43.7 (-) Excess Cash from VMware Dividend at Dell Technologies (Assumed Used for Share Repurchase) 9.0 (=) Implied PF Equity Value of Dell Technologies, excluding Public Subsidiaries $17.5 $17.5 Implied Core Valuation Multiples (Excluding Public Subsidiaries): Metric Implied Multiples LTM Non-GAAP Net Income (excluding public subsidiaries)(3) $2.7 6.5x 6.5x LTM Free Cash Flow (excluding public subsidiaries)(3) $3.0 5.9x 5.9x LTM Free Cash Flow Before Increase in DFS Financing Receivables (excluding public subsidiaries)(3)(4) $4.7 3.7x 3.7x Source: Public filings, Bloomberg market data as of 29-Jun-2018; reflects fully diluted market capitalization for publicly traded companies; See appendix in investor presentation dated July 2, 2018 regarding the transaction for footnotes Note: LTM Financial Metrics as of FY19Q1. (1) For illustrative purposes only and assumes that each share of DVMT receives Class C shares with a value of $109, or $79.77 per Class C share, based on an exchange ratio per Class C common stock to DVMT share of 1.3665:1. We make no representation as to the actual trading value of the Class C shares as such value will be determined by the market and could be volatile. The opening price of the Class C common stock upon listing on the New York Stock Exchange and its trading price thereafter will depend on various factors, including, among others, general economic, market or political conditions, issuances of additional debt or equity securities by Dell Technologies, future operating results of Dell Technologies, failure to meet analysts earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, and adverse publicity about our industry or individual scandals. Many of these factors are not within Dell Technologies control. We cannot assure you that the Class C common stock will trade at $79.77 or above or, even if such trading price is achieved, that it will continue to trade at or above such price. (2) Assumes any excess cash is used for share repurchases. Dell Technologies may elect to use such excess cash for debt paydown instead. (3) See investor presentation dated July 2, 2018 regarding the transaction for reconciliation to nearest GAAP measure. (4) Reflects increase in DFS accounts receivables balance.
IDC Benchmarking Source: 9/18/18 Analyst Day Presentation Q2 CY18 Y/Y Statistics External Storage Revenue Growth(1) IDC 14.4% IDC Forecast 5.5% Dell EMC 18.4% IBM 7.2% NetApp 19.8% HPE 4.2% Mainstream Server Revenue Growth(2) IDC 34.0% IDC Forecast 11.2% Dell EMC 43.5% Lenovo 36.1% HPE 12.5% Cisco 22.4% Huawei 80.5% Hyperconverged Systems Revenue Growth(3) IDC 76.0% IDC Forecast 51.0% Dell EMC 142.0% Nutanix 71.0% HPE 112.0% Huawei 77.0% Total Client PC Units Growth(4) IDC 2.3% IDC Forecast 0.3% Dell 9.0% Lenovo 11.2% HP 7.7% Apple (13.5%) Commercial PC Units Growth(4) IDC 5.4% IDC Forecast 2.8% Dell 10.1% Lenovo 17.8% HP 9.0% Apple (13.9%) Consumer PC Units Growth(4) IDC (1.6%) IDC Forecast (3.0%) Dell 6.1% Lenovo 1.2% HP 5.3% Apple (13.3%) (1) External Storage Revenue Source: Q2 CY18 IDC External Storage data as of 06-Sept-2018. (2) Mainstream Server Revenue Source: Q2 CY18 IDC Mainstream Server data as of 05-Sept-2018. (3) Hyperconverged Systems Revenue Source: Q1 CY18 IDC Hyperconverged data as of 26-Jun-2018. (4) Client Unit Source: Q2 CY18 IDC Client data as of 08-Aug-2018.
IDC Benchmarking Source: 10/02/18 Investor Roadshow Presentation H1 CY18 Y/Y Statistics External Storage Revenue Y/Y Growth(1) IDC 17.1% Dell EMC 31.1% NetApp 20.8% HPE 14.8% IBM (3.8%) Mainstream Server Revenue Y/Y Growth(2) IDC 32.3% Dell EMC 43.1% Huawei 61.7% Lenovo 28.2% Cisco 20.7% HPE 18.0% Hyperconverged Systems Revenue Y/Y Growth(3) IDC 78.2% Dell EMC 119.0% HPE 116.1% Huawei 57.2% Nutanix 52.7% Total Client PC Units Y/Y Growth(4) IDC 1.1% Dell 7.8% HP 6.1% Lenovo 2.7% Apple (8.3%) Commercial PC Units Y/Y Growth(4) IDC 4.4% Dell 9.6% Lenovo 8.3% HP 6.9% Apple (7.8%) Consumer PC Units Y/Y Growth(4) IDC (2.8%) Dell 3.7% HP 4.8% Lenovo (5.5%) Apple (8.5%) (1) External Storage Revenue Source: H1 CY18 IDC External Storage data as of 05-Sept-2018. (2) Mainstream Server Revenue Source: H1 CY18 IDC Mainstream Server data as of 05-Sept-2018. (3) Hyperconverged Systems Revenue Source: H1 CY18 IDC Hyperconverged data as of 25-Sept-2018. (4) Client Unit Source: H1 CY18 IDC Client data as of 08-Aug-2018.
Valuation Benchmarking Source: 10/02/18 Investor Roadshow Presentation CY17CY18E Revenue Growth Dell Technologies(2) 13.6% HP 9.8% NetApp 6.6% Cisco 6.3% HPE 3.6% IBM 2.2% TTM Enterprise Value / Adj. EBITDA Dell Technologies 11.3x Dell (Excl. Public Subs)(1) 8.0x Dell (Excl. Public Subs at Market Implied Price) 6.1x NetApp 14.0x Cisco 12.0x IBM 9.4x HP 9.1x HPE 6.1x TTM Equity Value / Levered Free Cash Flow Dell Technologies 9.6x Dell (Excl. Public Subs)(1) 4.9x Dell (Excl. Public Subs at Market Implied Price)(4) 1.1x Cisco 17.3x NetApp 16.6x HP 10.9x IBM 10.9x HPE 57.9x(3) TTM Equity Value / Adj. Net Income Dell Technologies 13.2x Dell (Excl. Public Subs)(1) 6.2x Dell (Excl. Public Subs at Market Implied Price) 1.4x NetApp 21.5x Cisco 17.5x HP 12.7x IBM 10.6x HPE 9.9x Source: Dell Technologies public filings, IBES, CapIQ, and Bloomberg as of 13-Sep-2018. Note: Dell and Dell ex. Public subsidiaries multiples assumes a Class V offer price of $109, 1.3665 exchange ratio of Class V stock for Dell Technologies Class C common stock, and maximum cash election. Dell ex. Public subsidiaries multiples assume public subsidiary equity valuations as of 6/29/18 (last trading day prior to announcement). (1) Public Subs include VMware, Pivotal, and SecureWorks. (2) Calculated using FY18 non-GAAP revenue and the midpoint of FY19 revenue guidance. (3) HPE levered free cash flow figure does not adjust for ~1 month of HPE Software cash flow impact prior to that divestiture. (4) Calculated using DVMT closing price on 9/13/18.
GAAP to Non-GAAP Reconciliation Dell Technologies Consolidated (Quarterly) ($ in Millions) ASC 606 FY18Q1 FY18Q2 FY18Q3 FY18Q4 FY18 FY19Q1 FY19Q2 YTD FY19 GAAP Net revenue $18,000 $19,521 $19,556 $21,963 $79,040 $21,356 $22,942 $44,298 Impact of purchase accounting 355 335 295 284 1,269 187 180 367 Non-GAAP Net revenue $18,355 $19,856 $19,851 $22,247 $80,309 $21,543 $23,122 $44,665 GAAP Operating loss ($1,272) ($665) ($410) ($69) ($2,416) ($153) ($13) ($166) Amortization of intangibles 1,776 1,740 1,734 1,730 6,980 1,522 1,526 3,048 Impact of purchase accounting 423 406 366 351 1,546 222 215 437 Transaction related 191 138 86 87 502 166 104 270 Other corporate expenses 307 247 333 273 1,160 269 276 545 Non-GAAP Operating income $1,425 $1,866 $2,109 $2,372 $7,772 $2,026 $2,108 $4,134 GAAP Net loss ($1,203) ($739) ($851) ($133) ($2,926) ($538) ($461) ($999) Amortization of intangibles 1,776 1,740 1,734 1,730 6,980 1,522 1,526 3,048 Impact of purchase accounting 423 406 366 351 1,546 222 215 437 Transaction related 191 138 86 87 502 166 104 270 Other corporate expenses 307 247 333 273 1,160 269 276 545 Aggregate adjustment for taxes (733) (680) (469) (1,010) (2,892) (467) (311) (778) Non-GAAP Net income $761 $1,112 $1,199 $1,298 $4,370 $1,174 $1,349 $2,523 GAAP Net loss ($1,203) ($739) ($851) ($133) ($2,926) ($538) ($461) ($999) Interest and other, net 572 545 682 554 2,353 470 455 925 Income tax benefit (641) (471) (241) (490) (1,843) (85) (7) (92) Depreciation and amortization 2,212 2,142 2,137 2,143 8,634 1,914 1,931 3,845 Stock-based compensation 201 208 221 205 835 199 216 415 Impact of purchase accounting 357 335 298 284 1,274 222 145 367 Transaction-related expenses 191 138 86 87 502 166 85 251 Other corporate expenses 106 22 109 68 305 35 95 130 Adjusted EBITDA $1,795 $2,180 $2,441 $2,718 $9,134 $2,383 $2,459 $4,842 CFOps $285 $1,820 $1,639 $3,099 $6,843 $1,159 $2,633 $3,792 Capex (245) (316) (341) (310) (1,212) (273) (288) (561) Cap SW expense (89) (98) (94) (88) (369) (89) (71) (160) Free Cash Flow ($49) $1,406 $1,204 $2,701 $5,262 $797 $2,274 $3,071 DFS Financing Receivables 136 521 369 627 1,653 249 499 748 Free cash flow before increase in DFS Financing Receivables $87 $1,927 $1,573 $3,328 $6,915 $1,046 $2,773 $3,819 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
GAAP to Non-GAAP Reconciliation Summary overview Q2 FY19 TTM ($ in Millions) ASC 606 Ex. Public Subs VMW PVTL SCWX Dell Technologies Consolidated (Calculated Core Dell) (As Reported 10-Q / 10-K) (As Reported 10-Q / 10-K) (As Reported 10-Q / 10-K) (As Reported 10-Q / 10-K) GAAP Net revenue $76,395 $8,347 $582 $493 $85,817 Impact of purchase accounting 946 946 Non-GAAP Net revenue $77,341 $8,347 $582 $493 $86,763 GAAP Operating income / (loss) ($2,322) $1,908 ($151) ($80) ($645) Amortization of intangibles 6,331 144 9 28 6,512 Impact of purchase accounting 1,153 1 1,154 Transaction related 405 38 443 Other corporate expenses 393 695 47 16 1,151 Non-GAAP Operating income / (loss) $5,960 $2,785 ($95) ($35) $8,615 GAAP Net income / (loss) ($3,405) $1,595 ($145) ($28) ($1,983) Amortization of intangibles 6,331 144 9 28 6,512 Impact of purchase accounting 1,153 1 1,154 Transaction related 1,428 (985) 443 Other corporate expenses 393 695 47 16 1,151 Aggregate adjustment for taxes (3,088) 872 (41) (2,257) Non-GAAP Net income / (loss) $2,811 $2,321 ($89) ($24) $5,020 GAAP Net income / (loss) ($3,405) $1,595 ($145) ($28) ($1,983) Interest and other, net 3,240 (1,079) 2,161 Income tax (benefit) / expense (2,156) 1,392 (6) (53) (823) Depreciation and amortization 7,689 373 21 42 8,125 Stock-based compensation 82 695 47 17 841 Impact of purchase accounting 948 1 949 Transaction-related expenses 386 38 424 Other corporate expenses 307 307 Adjusted EBITDA $7,091 $3,014 ($83) ($21) $10,001 CFOps $4,848 $3,695 ($33) $20 $8,530 Capex (914) (279) (8) (11) (1,212) Cap SW expense (342) (342) Free Cash Flow $3,592 $3,416 ($41) $9 $6,976 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
GAAP to Non-GAAP Reconciliation Dell Technologies Consolidated Q2 FY19 TTM ($ in Millions) ASC 606 FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM GAAP Net revenue $79,040 $44,298 $37,521 $85,817 Impact of purchase accounting 1,269 367 690 946 Non-GAAP Net revenue $80,309 $44,665 $38,211 $86,763 GAAP Operating income / (loss) ($2,416) ($166) ($1,937) ($645) Amortization of intangibles 6,980 3,048 3,516 6,512 Impact of purchase accounting 1,546 437 829 1,154 Transaction related 502 270 329 443 Other corporate expenses 1,160 545 554 1,151 Non-GAAP Operating income / (loss) $7,772 $4,134 $3,291 $8,615 GAAP Net income / (loss) ($2,926) ($999) ($1,942) ($1,983) Amortization of intangibles 6,980 3,048 3,516 6,512 Impact of purchase accounting 1,546 437 829 1,154 Transaction related 502 270 329 443 Other corporate expenses 1,160 545 554 1,151 Aggregate adjustment for taxes (2,892) (778) (1,413) (2,257) Non-GAAP Net income / (loss) $4,370 $2,523 $1,873 $5,020 GAAP Net income / (loss) ($2,926) ($999) ($1,942) ($1,983) Interest and other, net 2,353 925 1,117 2,161 Income tax (benefit) / expense (1,843) (92) (1,112) (823) Depreciation and amortization 8,634 3,845 4,354 8,125 Stock-based compensation 835 415 409 841 Impact of purchase accounting 1,274 367 692 949 Transaction-related expenses 502 251 329 424 Other corporate expenses 305 130 128 307 Adjusted EBITDA $9,134 $4,842 $3,975 $10,001 CFOps $6,843 $3,792 $2,105 $8,530 Capex (1,212) (561) (561) (1,212) Cap SW expense (369) (160) (187) (342) Free Cash Flow $5,262 $3,071 $1,357 $6,976 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
GAAP to Non-GAAP Reconciliation SecureWorks Q2 FY19 TTM ($ in Millions) ASC 606 FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM GAAP Net revenue $468 $255 $230 $493 Impact of purchase accounting Non-GAAP Net revenue $468 $255 $230 $493 GAAP Operating income / (loss) ($83) ($32) ($35) ($80) Amortization of intangibles 28 14 14 28 Impact of purchase accounting 2 1 1 Transaction related Other corporate expenses 13 10 7 16 Non-GAAP Operating income / (loss) ($40) ($8) ($13) ($35) GAAP Net income / (loss) ($28) ($24) ($24) ($28) Amortization of intangibles 28 14 14 28 Impact of purchase accounting 2 1 1 Transaction related Other corporate expenses 13 10 7 16 Aggregate adjustment for taxes (42) (5) (7) (41) Non-GAAP Net income / (loss) ($27) ($5) ($9) ($24) GAAP Net income / (loss) ($28) ($24) ($24) ($28) Interest and other, net 3 (2) 1 Income tax (benefit) / expense (58) (7) (12) (53) Depreciation and amortization 42 21 21 42 Stock-based compensation 14 10 7 17 Impact of purchase accounting 1 1 Transaction-related expenses Other corporate expenses Adjusted EBITDA ($26) ($2) ($7) ($21) CFOps $1 $11 ($8) $20 Capex (14) (5) (8) (11) Cap SW expense Free Cash Flow ($13) $6 ($16) $9 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
GAAP to Non-GAAP Reconciliation Pivotal Q2 FY19 TTM ($ in Millions) ASC 606 FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM GAAP Net revenue $509 $320 $247 $582 Impact of purchase accounting Non-GAAP Net revenue $509 $320 $247 $582 GAAP Operating income / (loss) ($168) ($69) ($87) ($151) Amortization of intangibles 11 3 6 9 Impact of purchase accounting Transaction related Other corporate expenses 29 30 11 47 Non-GAAP Operating income / (loss) ($129) ($36) ($69) ($95) GAAP Net income / (loss) ($164) ($68) ($87) ($145) Amortization of intangibles 11 3 6 9 Impact of purchase accounting Transaction related Other corporate expenses 29 30 11 47 Aggregate adjustment for taxes Non-GAAP Net income / (loss) ($124) ($35) ($70) ($89) GAAP Net income / (loss) ($164) ($68) ($87) ($145) Interest and other, net (2) (1) (3) Income tax (benefit) / expense (3) 3 (6) Depreciation and amortization 22 9 11 21 Stock-based compensation 29 30 11 47 Impact of purchase accounting Transaction-related expenses Other corporate expenses Adjusted EBITDA ($117) ($30) ($64) ($83) CFOps ($116) $23 ($61) ($33) Capex (13) (4) (8) (8) Cap SW expense Free Cash Flow ($129) $19 ($69) ($41) Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
GAAP to Non-GAAP Reconciliation VMware Q2 FY19 TTM ($ in Millions) ASC 606 FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM GAAP Net revenue $7,862 $4,183 $3,698 $8,347 Impact of purchase accounting Non-GAAP Net revenue $7,862 $4,183 $3,698 $8,347 GAAP Operating income / (loss) $1,702 $891 $685 $1,908 Amortization of intangibles 132 76 64 144 Impact of purchase accounting Transaction related 132 24 118 38 Other corporate expenses 689 342 336 695 Non-GAAP Operating income / (loss) $2,655 $1,333 $1,203 $2,785 GAAP Net income / (loss) $659 $1,586 $650 $1,595 Amortization of intangibles 132 76 64 144 Impact of purchase accounting Transaction related 89 (991) 83 (985) Other corporate expenses 689 342 336 695 Aggregate adjustment for taxes 597 141 (134) 872 Non-GAAP Net income / (loss) $2,166 $1,154 $999 $2,321 GAAP Net income / (loss) $659 $1,586 $650 $1,595 Interest and other, net (112) (1,056) (89) (1,079) Income tax (benefit) / expense 1,155 361 124 1,392 Depreciation and amortization 336 307 270 373 Stock-based compensation 689 342 336 695 Impact of purchase accounting Transaction-related expenses 132 24 118 38 Other corporate expenses Adjusted EBITDA $2,859 $1,564 $1,409 $3,014 CFOps $3,211 $1,882 $1,398 $3,695 Capex (263) (121) (105) (279) Cap SW expense Free Cash Flow $2,948 $1,761 $1,293 $3,416 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
GAAP to Non-GAAP Reconciliation Derived Core Dell (Excluding Public Subsidiaries) Q2 FY19 TTM ($ in Millions) ASC 606 FY18 +Q2 FY19 YTD -Q2 FY18 YTD Q2 FY19 TTM GAAP Net revenue $70,201 $39,540 $33,346 $76,395 Impact of purchase accounting 1,269 367 690 946 Non-GAAP Net revenue $71,470 $39,907 $34,036 $77,341 GAAP Operating income / (loss) ($3,867) ($956) ($2,500) ($2,322) Amortization of intangibles 6,809 2,955 3,432 6,331 Impact of purchase accounting 1,544 437 828 1,153 Transaction related 370 246 211 405 Other corporate expenses 429 163 200 393 Non-GAAP Operating income / (loss) $5,286 $2,845 $2,170 $5,960 GAAP Net income / (loss) ($3,393) ($2,493) ($2,481) ($3,405) Amortization of intangibles 6,809 2,955 3,432 6,331 Impact of purchase accounting 1,544 437 828 1,153 Transaction related 413 1,261 246 1,428 Other corporate expenses 429 163 200 393 Aggregate adjustment for taxes (3,447) (914) (1,272) (3,088) Non-GAAP Net income / (loss) $2,355 $1,409 $953 $2,811 GAAP Net income / (loss) ($3,393) ($2,493) ($2,481) ($3,405) Interest and other, net 2,464 1,984 1,208 3,240 Income tax (benefit) / expense (2,937) (446) (1,227) (2,156) Depreciation and amortization 8,234 3,508 4,052 7,689 Stock-based compensation 103 33 55 82 Impact of purchase accounting 1,273 367 692 948 Transaction-related expenses 370 227 211 386 Other corporate expenses 305 130 128 307 Adjusted EBITDA $6,418 $3,310 $2,637 $7,091 CFOps $3,747 $1,876 $776 $4,848 Capex (922) (431) (440) (914) Cap SW expense (369) (160) (187) (342) Free Cash Flow $2,456 $1,285 $149 $3,592 DFS Financing Receivables 1,653 748 657 1,744 Free cash flow before increase in DFS Financing Receivables $4,109 $2,033 $806 $5,336 Note: Data sourced from public filings or derived from public filings. Results are based on underlying data and may not visually foot.
No Offer or Solicitation This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the Securities Act), and otherwise in accordance with applicable law. Additional Information and Where to Find It This communication is being made in respect of the proposed merger of a wholly-owned subsidiary of Dell Technologies Inc. (Dell Technologies) with and into Dell Technologies, with Dell Technologies as the surviving entity, pursuant to which each share of Class V common stock of Dell Technologies will, at the election of the holder, convert into the right to receive shares of Class C common stock of Dell Technologies or cash, without interest, and each existing share of Class A common stock, Class B common stock and Class C common stock of Dell Technologies will be unaffected by the merger and remain outstanding. The proposed transaction requires the approval of a majority of the aggregate voting power of the outstanding shares of Class A common stock, Class B common stock and Class V common stock other than those held by affiliates of Dell Technologies, in each case, voting as a separate class, and all outstanding shares of common stock of Dell Technologies, voting together as a single class, and will be submitted to stockholders for their consideration. Dell Technologies has filed a registration statement on Form S-4 (File No. 333-226618) containing a preliminary proxy statement/prospectus regarding the proposed transaction with the Securities and Exchange Commission (SEC). The information in the preliminary proxy statement/prospectus is not complete and may be changed. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to each holder of Class A common stock, Class B common stock, Class C common stock and Class V common stock entitled to vote at the special meeting in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS RELATING TO THE TRANSACTION TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may get these documents, when available, for free by visiting EDGAR on the SEC Website at www.sec.gov or by visiting Dell Technologies website at http://investors.delltechnologies.com. Participants in the Solicitation Dell Technologies and its directors, executive officers and other members of its management and employees, and Silver Lake Technology Management, L.L.C. and its managing partners and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of Dell Technologies in favor of the proposed merger and the other transactions contemplated by the merger agreement, including the exchange of shares of Class V common stock of Dell Technologies for shares of Class C common stock of Dell Technologies or cash. Information concerning persons who may be considered participants in such solicitation under the rules of the SEC, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the aforementioned preliminary proxy statement/prospectus that has been filed with the SEC.
Dell Technologies Inc. Disclosure Regarding Forward-Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words may, will, anticipate, estimate, expect, intend, plan, aim, seek, and similar expressions as they relate to Dell Technologies or its management are intended to identify these forward-looking statements. All statements by Dell Technologies regarding its expected financial position, revenues, cash flows and other operating results, business strategy, legal proceedings, and similar matters are forward-looking statements. The expectations expressed or implied in these forward-looking statements may not turn out to be correct. Dell Technologies results could be materially different from its expectations because of various risks, including but not limited to: (i) the failure to consummate or delay in consummating the proposed transaction, including the failure to obtain the requisite stockholder approvals or the failure of VMware to pay the special dividend or any inability of Dell Technologies to pay the cash consideration to Class V holders; (ii) the risk as to the trading price of Class C common stock to be issued by Dell Technologies in the proposed transaction relative to the trading price of shares of Class V common stock and VMware, Inc. common stock; and (iii) the risks discussed in the Risk Factors section of the registration statement containing a preliminary proxy statement/prospectus that has been filed with the SEC as well as its periodic and current reports filed with the SEC. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, Dell Technologies undertakes no obligation to update any forward-looking statement after the date as of which such statement was made, whether to reflect changes in circumstances or expectations, the occurrence of unanticipated events, or otherwise. Non-GAAP Financial Measures This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (GAAP) including, but not limited to, Non-GAAP Net Revenue, Non-GAAP Operating Income, Non-GAAP Net Income, Adjusted EBITDA and Levered Free Cash Flow and certain ratios and other metrics derived therefrom. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and have important limitations as analytical tools and may exclude items that are significant in understanding and assessing Dell Technologies financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. However, Dell Technologies presents these non-GAAP measures because it considers them to be useful supplemental measures of performance for investors, analysts and rating agencies. You should be aware that Dell Technologies presentation of these measures may not be comparable to similarly-titled measures used by other companies. See pages 18 through 24 for reconciliations of Non-GAAP Net Revenue, Non-GAAP Operating Income, Non-GAAP Net Income, Adjusted EBITDA and Levered Free Cash Flow to the most comparable GAAP metric.