STOCK-BASED COMPENSATION | NOTE 16 — STOCK-BASED COMPENSATION Stock-Based Compensation Expense The following table presents stock-based compensation expense recognized in the Consolidated Statements of Income (Loss) for the periods indicated: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in millions) Stock-based compensation expense (a): Cost of net revenue $ 194 $ 129 $ 76 Operating expenses 1,415 1,133 842 Stock-based compensation expense before taxes 1,609 1,262 918 Income tax benefit (313) (392) (260) Stock-based compensation expense, net of income taxes $ 1,296 $ 870 $ 658 ____________________ (a) Stock-based compensation expense before taxes for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019 includes $1,122 million, $892 million and $731 million, respectively, related to the VMware, Inc. plans discussed below. Dell Technologies Inc. Stock-Based Compensation Plans Dell Technologies Inc. 2013 Stock Incentive Plan (As Amended and Restated as of July, 9, 2019) — On September 7, 2016, at the effective time of the EMC merger transaction, the Denali Holding Inc. 2013 Stock Incentive Plan (the “2013 Plan”) was amended and restated as the Dell Technologies Inc. 2013 Stock Incentive Plan (the “Restated Plan”). Employees, consultants, non-employee directors, and other service providers of the Company or its affiliates are eligible to participate in the Restated Plan. The Restated Plan authorized the issuance of an aggregate of 75 million shares of the Company’s Class C Common Stock and 500,000 shares of the Company’s Class V Common Stock, of which 61 million shares of Class C Common Stock were previously reserved for issuance under the 2013 Plan. The Restated Plan authorizes the Company to grant stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), RSAs, and dividend equivalents. Upon the completion of the Class V transaction on December 28, 2018, the Restated Plan was amended to remove allowance for employee awards to be settled in Class V Common Stock and reflected an increase in the total authorized shares of Class C Common Stock issued under the plan to 75.5 million shares from 75 million shares upon the conversion of 500,000 shares of Class V Common Stock previously authorized under the plan into the same number of shares of Class C Common Stock. In connection with the Class V transaction, an immaterial number of Class V Common Stock awards issued to the Company’s independent directors were converted into an immaterial number of Class C Common Stock awards, which are reflected in the underlying stock option and restricted stock data as outstanding. See Note 1 of the Notes to the Consolidated Financial Statements for additional information on the Class V transaction. During the second quarter of the fiscal year ended January 31, 2020, the Company’s stockholders approved an amendment to the Restated Plan to authorize an additional 35 million shares of Class C Common Stock for issuance pursuant to the Plan. Upon effectiveness of the amendment, a total of 110.5 million shares of Class C Common Stock are authorized for issuance. As of January 29, 2021, there were approximately 32 million shares of Class C Common Stock available for future grants under the Restated Plan. Stock Opt ion Agreements — Stock options granted under the Restated Plan include service-based awards and performance-based awards. A majority of the service-based stock options vest pro-rata at each option anniversary date over a five Stock Option Activity — The following table presents stock option activity settled in Dell Technologies Common Stock or DHI Group Common Stock for the periods indicated: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (a) (in millions) (per share) (in years) (in millions) Options outstanding as of February 2, 2018 42 $ 14.80 Granted — — Exercised — — Forfeited — — Canceled/expired — — Options outstanding as of February 1, 2019 (b) 42 14.76 Granted — — Exercised (24) 14.86 Forfeited — — Canceled/expired — — Options outstanding as of January 31, 2020 (c) 18 14.82 Granted — — Exercised (12) 14.32 Forfeited — — Canceled/expired — — Options outstanding as of January 29, 2021(c) 6 $ 15.87 3.2 $ 322 Exercisable as of January 29, 2021 6 $ 15.65 3.2 $ 321 Vested and expected to vest (net of estimated forfeitures) as of January 29, 2021 6 $ 15.87 3.2 $ 322 ____________________ (a) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the closing price of $72.89 of the Company’s Class C Common Stock on January 29, 2021 as reported on the NYSE that would have been received by the option holders had all in-the-money options been exercised as of that date. (b) Stock option activity during the period was immaterial. The ending weighted-average exercise price was calculated based on underlying options outstanding as of February 1, 2019. (c) Other than stock option exercises, stock option activity during the period was immaterial. The ending weighted-average exercise price was calculated based on underlying options outstanding as of January 31, 2020 and January 29, 2021, respectively. Of the 6 million stock options outstanding on January 29, 2021, 4 million related to performance-based awards and 2 million related to service-based awards. The total fair value of options vested was $3 million, $4 million, and $150 million for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively. The pre-tax intrinsic value of the options exercised was $591 million, $835 million, and $18 million for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively. Cash proceeds from the exercise of stock options was $179 million, $350 million, and immaterial for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively. The tax benefit realized from the exercise of stock options was $139 million, $197 million, and $5 million for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively. As of January 29, 2021, there was $1 million of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of 2.2 years. Restricted Stock — The Company’s restricted stock primarily consists of RSUs granted to employees. During the fiscal year ended January 29, 2021 and January 31, 2020, the Company granted long-term incentive awards in the form of service-based RSUs and performance-based RSUs (“PSUs”) in order to align critical talent retention programs with the interests of holders of the Class C Common Stock. Service-based RSUs have a fair value based on the closing price of the Class C Common Stock price as reported on the NYSE on the grant date or the trade day immediately preceding the grant date, if the grant date falls on a non-trading day. Most of such RSUs vest ratably over a three The PSUs granted after the Class V transaction are reflected as target units while the actual number of units that ultimately vest will range from 0% to 200% of target, based on the level of achievement of the performance goals and continued employment with the Company over a three Prior to the Class V transaction, the Company granted market-based PSUs to certain members of the Company’s senior leadership team, which were also valued using the Monte Carlo model. The vesting and payout of the PSU awards depends upon the return on equity achieved on various measurement dates through the five The following table presents the assumptions utilized in the Monte Carlo valuation model for the periods indicated: Fiscal Year Ended January 29, 2021 January 31, 2020 Weighted-average grant date fair value $ 40.01 $ 87.17 Term (in years) 3.0 3.0 Risk-free rate (U.S. Government Treasury Note) 0.6 % 2.4 % Expected volatility 47 % 45 % Expected dividend yield — % — % The following table presents restricted stock and restricted stock units activity settled in Dell Technologies Common Stock or DHI Group Common Stock for the periods indicated : Number of Units Weighted-Average Grant Date Fair Value (in millions) (per unit) Outstanding, February 2, 2018 7 $ 18.73 Granted (a) — — Vested (1) 28.03 Forfeited (1) 17.88 Outstanding, February 1, 2019 5 $ 18.90 Granted 13 60.55 Vested (1) 30.24 Forfeited (1) 46.50 Outstanding, January 31, 2020 16 $ 50.78 Granted 25 39.14 Vested (5) 48.15 Forfeited (3) 41.56 Outstanding, January 29, 2021 (b) 33 $ 43.09 ____________________ (a) The Company granted an immaterial number of restricted stock awards during the fiscal year ended February 1, 2019. (b) As of January 29, 2021, the 33 million units outstanding included 28 million RSUs and 5 million PSUs. The following table presents restricted stock that is expected to vest as of the date indicated: Number of Units Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (a) (in millions) (in years) (in millions) Expected to vest, January 29, 2021 30 1.3 $ 2,166 ____________________ (a) The aggregate intrinsic value represents the total pre-tax intrinsic values based on the closing price of $72.89 of the Company’s Class C Common Stock on January 29, 2021 as reported on the NYSE that would have been received by the RSU holders had the RSUs been issued as of January 29, 2021. The total fair value of restricted stock that vested during the fiscal years ended January 29, 2021 , January 31, 2020 , and February 1, 2019 was $235 million, $27 million, and $24 million, respectively, and the pre-tax intrinsic value was $226 million, $47 million, and $63 million, re spectively. As of January 29, 2021, 33 million shares of restricted stock were outstanding, with an aggregate intrinsic value of $2,421 million. As of January 29, 2021, there was $809 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to these awards expected to be recognized over a weighted-average period of approximately 1.9 years. Dell Technologies Shares Withheld for Taxes — Under certain situations, shares are withheld from issuance to cover employee taxes for both the vesting of restricted stock units and the exercise of stock options. For the fiscal years ended January 29, 2021, February 1, 2019, and February 2, 2018, 0.1 million, 0.1 million, and 0.4 million shares, respectively, were withheld to cover $1 million, $4 million, and $28 million, respectively, of employees’ tax obligations. VMware, Inc. Stock-Based Compensation Plans VMware, Inc. 2007 Equity and Incentive Plan — In June 2007, VMware, Inc. adopted its 2007 Equity and Incentive Plan (the “2007 Plan”). In June 2019, VMware, Inc. amended its 2007 Plan to increase the number of shares of Class A common stock available for issuance by 13 million. As of January 29, 2021, the number of authorized shares of VMware, Inc. Class A common stock under the 2007 Plan was approximately 145 million. The number of shares underlying outstanding equity awards that VMware, Inc. assumes in the course of business acquisitions are also added to the 2007 Plan reserve on an as-converted basis. VMware, Inc. has assumed approximately 12 million shares, which accordingly have been added to the authorized shares under the 2007 Plan reserve. Awards under the 2007 Plan may be in the form of stock-based awards such as RSUs or stock options. VMware, Inc.’s Compensation and Corporate Governance Committee determines the vesting schedule for all equity awards. Generally, restricted stock grants made under the 2007 Plan have a three four The per share exercise price for a stock option awarded under the 2007 Plan will not be less than 100% of the per share fair market value of VMware, Inc. Class A common stock on the date of grant. Most options granted under the 2007 Plan vest 25% after the first year and monthly thereafter over the following three years and expire between six Pivotal Equity Plan — Upon the completion of the acquisition of Pivotal by VMware, Inc. as described in Note 1 of the Notes to the Consolidated Financial Statements, Pivotal’s equity plan was terminated and no further awards may be granted under the plan. Pivotal’s outstanding unvested RSUs and options on the date of the acquisition were converted to VMware, Inc. RSUs and options and valued at their historical carrying amounts. The activity under Pivotal’s equity plan was not material during the fiscal years ended January 31, 2020 and February 1, 2019. VMware, Inc. Employee Stock Purchase Plan — In June 2007, VMware, Inc. adopted its 2007 Employee Stock Purchase Plan (the “ESPP”), which is intended to be qualified under Section 423 of the Internal Revenue Code. In June 2019, VMware, Inc. amended its ESPP to increase the number of shares of Class A common stock available for issuance by 9 million. As of January 29, 2021, the number of authorized shares under the ESPP was approximately 32 million. Under the ESPP, eligible VMware, Inc. employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. The option period is generally twelve months and includes two embedded six twelve twelve The following table presents ESPP activity for the periods indicated: Fiscal Year Ended January 29, 2021 (a) January 31, 2020 February 1, 2019 (in millions, except per share amounts) Cash proceeds $ 207 $ 172 $ 161 Class A common shares purchased 2.0 1.5 1.9 Weighted-average price per share $ 102.44 $ 115.51 $ 84.95 ____________________ (a) During the fiscal year ended January 29, 2021, $107 million of ESPP withholdings was recorded as a liability in accrued and other on the Consolidated Statements of Financial Position related to a purchase under the ESPP that occurred on February 28, 2021, subsequent to the fiscal year ended January 29, 2021. Total unrecognized stock-based compensation expense as of January 29, 2021 for the ESPP was $11 million. VMware, Inc. 2007 Equity and Incentive Plan Stock Options — The following table presents stock option activity for VMware, Inc. employees in VMware, Inc. stock options for the periods indicated: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (a) (in millions) (per share) (in years) (in millions) Options outstanding as of February 2, 2018 2 $ 54.63 Granted 1 16.07 Adjustment for special cash dividend — — Exercised (1) 46.73 Forfeited — — Canceled/expired — — Options outstanding as of February 1, 2019 (b) 2 36.50 Granted 2 73.19 Exercised (1) 39.94 Forfeited — — Canceled/expired — — Options outstanding as of January 31, 2020 3 56.58 Granted — — Exercised (2) 52.34 Forfeited — — Canceled/expired — — Options outstanding as of January 29, 2021 1 $ 58.68 5.9 $ 98 Exercisable as of January 29, 2021 1 $ 54.72 5.1 $ 64 Vested and expected to vest (net of estimated forfeitures) as of January 29, 2021 1 $ 58.26 5.9 $ 98 ____________________ (a) The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware, Inc.’s closing stock price of $137.85 on January 29, 2021 as reported on the NYSE that would have been received by the option holders had all in-the-money options been exercised as of that date. (b) The number of options and weighted-average exercise price of options outstanding as of February 1, 2019 reflect the non-cash adjustments to the options as a result of the special cash dividend paid by VMware, Inc. in connection with the Class V transaction described in Note 1 of the Notes to the Consolidated Financial Statements and below. The above table includes stock options granted in conjunction with unvested stock options assumed in business combinations, including 0.6 million options issued for unvested options assumed as part of the Pivotal acquisition. As a result, the weighted-average exercise price per share may vary from the VMware, Inc. stock price at time of grant. The total fair value of VMware, Inc. stock options that vested during the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019 was $92 million, $64 million, and $35 million, respectively. The pre-tax intrinsic value of the options exercised during the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019 was $111 million, $103 million, and $56 million, respectively. The tax benefit realized from the exercise of stock options was $24 million, $25 million, and $13 million for the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively. As of January 29, 2021, there was $35 million of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted-average period of less than one year. Fair Value of VMware, Inc. Options — The fair value of each option to acquire VMware, Inc. Class A common stock granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following tables present the assumptions utilized in this model, as well as the weighted-average assumptions for the periods indicated: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 VMware, Inc. 2007 Equity and Incentive Plan Weighted-average grant date fair value of stock options granted per option $ 102.55 $ 98.00 $ 143.01 Expected term (in years) 2.6 2.7 3.2 Risk-free rate (U.S. Government Treasury Note) 0.4 % 1.5 % 2.9 % Expected volatility 39 % 34 % 32 % Expected dividend yield — % — % — % Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 VMware, Inc. Employee Stock Purchase Plan Weighted-average grant date fair value of stock options granted per option $ 33.60 $ 35.66 $ 34.72 Expected term (in years) 0.7 0.6 0.8 Risk-free rate (U.S. Government Treasury Note) 1.0 % 1.7 % 2.0 % Expected volatility 36 % 27 % 33 % Expected dividend yield — % — % — % The weighted-average grant date fair value of VMware, Inc. stock options can fluctuate from period to period primarily due to higher valued options assumed through business combinations with exercise prices lower than the fair market value of VMware, Inc.’s stock on the date of grant. For equity awards granted, volatility was based on an analysis of historical stock prices and implied volatilities of VMware, Inc.’s Class A common stock. The expected term was based on historical exercise patterns and post-vesting termination behavior, the term of the option period for grants made under the ESPP, or the weighted-average remaining term for options assumed in acquisitions. VMware, Inc.’s expected dividend yield input was zero as it has not historically paid cash dividends on its common stock, other than the special cash dividend paid in connection with the Class V transaction described in Note 1 of the Notes to the Consolidated Financial Statements and below, and does not expect to pay cash dividends in the future. The risk-free interest rate was based on a U.S. Treasury instrument whose term is consistent with the expected term of the stock options. On July 1, 2018, in connection with the Class V transaction, VMware, Inc.’s board of directors declared a $11 billion special cash dividend, paid pro-rata to VMware, Inc. stockholders on December 28, 2018 in the amount of $26.81 per outstanding share of VMware, Inc. common stock. VMware, Inc. stock awards that were outstanding at the time of the special cash dividend were adjusted pursuant to anti-dilution provisions in VMware, Inc. equity incentive plan documents that provide for equitable adjustments to be determined by VMware’s Compensation and Corporate Governance Committee in the event of an extraordinary cash dividend. The adjustments to awards included increasing the number of outstanding restricted stock units and stock options, as well as reducing the exercise prices of outstanding stock options. The adjustments did not result in incremental stock-based compensation expense as the anti-dilutive adjustments were required by VMware, Inc.’s equity incentive plan. VMware, Inc. Restricted Stock — The following table presents VMware, Inc.’s restricted stock activity for the periods indicated: Number of Units Weighted-Average Grant Date Fair Value (in millions) (per unit) Outstanding, February 2, 2018 17 $ 78.62 Granted 7 146.61 Adjustment for special cash dividend (a) 3 NA Vested (7) 75.45 Forfeited (2) 86.90 Outstanding, February 1, 2019 (a) 18 $ 90.06 Granted 9 157.07 Vested (8) 80.28 Forfeited (2) 101.29 Outstanding, January 31, 2020 17 $ 128.38 Granted 11 149.63 Vested (8) 114.59 Forfeited (2) 137.55 Outstanding, January 29, 2021(b) 18 $ 147.46 ____________________ (a) The weighted-average grant date fair value of outstanding RSU awards as of February 1, 2019 reflects the non-cash adjustments to the awards as a result of the special cash dividend. (b) During the fiscal year ended January 29, 2021 , 18 million units outstanding included 17 million RSUs and 1 million PSUs. The above table includes RSUs issued for outstanding unvested RSUs in connection with business combinations, including 2.2 million RSUs issued for unvested RSUs assumed as part of the Pivotal acquisition during the fiscal year ended January 31, 2020. The following table presents restricted stock that is expected to vest as of the date indicated: Number of Units Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (a) (in millions) (in years) (in millions) Expected to vest, January 29, 2021 15 2.6 $ 2,097 ____________________ (a) The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware, Inc.’s closing stock price of $137.85 on January 29, 2021 as reported on the NYSE that would have been received by the RSU holders had the RSUs been issued as of January 29, 2021. The total fair value of VMware, Inc. restricted stock awards that vested during the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019 was $951 million, $657 million, and $556 million, respectively, and the pre-tax intrinsic value was $1,143 million, $1,414 million, and $1,061 million, respectively. As of January 29, 2021 , 18 million restricted shares of VMware, Inc.’s Class A common stock were outstanding, with an aggregate intrinsic value of $2,452 million based on VMware, Inc.’s closing stock price on January 29, 2021 as reported on the NYSE . As of January 29, 2021 , there was $1,830 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to these awards expected to be recognized over a weighted-average period of approximately 1.6 years. VMware, Inc. Shares Withheld for Taxes — For the fiscal years ended January 29, 2021, January 31, 2020, and February 1, 2019, VMware, Inc. repurchased and retired or withheld 3 million shares of VMware, Inc. Class A common stock, each year; for $413 million, $521 million, and $373 million, respectively, to cover tax withholding obligations. These amounts may differ from the amounts of cash remitted for tax withholding obligations on the Consolidated Statements of Cash Flows due to the timing of payments. Pursuant to the respective award agreements, these shares were withheld in conjunction with the net share settlement upon the vesting of restricted stock and restricted stock units (including PSUs) during the period. The value of the withheld shares, including restricted stock units, was classified as a reduction to additional paid-in capital. Other Plans |