DEBT | NOTE 5 — DEBT The following table presents the Company’s outstanding debt as of the dates indicated: October 29, 2021 January 29, 2021 (in millions) Secured Debt Senior Secured Credit Facilities: 2.00% Term Loan B-2 Facility due September 2025 (a) $ 3,120 $ 3,143 1.84% Term Loan A-6 Facility due March 2024 (a) 3,134 3,134 First Lien Notes: 5.45% due June 2023 (a) 3,750 3,750 4.00% due July 2024 1,000 1,000 5.85% due July 2025 1,000 1,000 6.02% due June 2026 4,500 4,500 4.90% due October 2026 1,750 1,750 6.10% due July 2027 500 500 5.30% due October 2029 1,750 1,750 6.20% due July 2030 750 750 8.10% due July 2036 1,500 1,500 8.35% due July 2046 2,000 2,000 Unsecured Debt Unsecured Notes and Debentures: 4.625% due April 2021 — 400 7.10% due April 2028 300 300 6.50% due April 2038 388 388 5.40% due September 2040 264 264 Senior Notes: 5.875% due June 2021 — 1,075 7.125% due June 2024 (a) 1,625 1,625 EMC Notes: 3.375% due June 2023 — 1,000 VMware Notes: 2.95% due August 2022 1,500 1,500 0.60% due August 2023 1,000 — 1.00% due August 2024 1,250 — 4.50% due May 2025 750 750 1.40% due August 2026 1,500 — 4.65% due May 2027 500 500 3.90% due August 2027 1,250 1,250 1.80% due August 2028 750 — 4.70% due May 2030 750 750 2.20% due August 2031 1,500 — DFS Debt (Note 3) 9,977 9,666 Other 2.44% Margin Loan Facility due April 2022 — 4,000 Other 400 235 Total debt, principal amount $ 48,458 $ 48,480 October 29, 2021 January 29, 2021 (in millions) Total debt, principal amount $ 48,458 $ 48,480 Unamortized discount, net of unamortized premium (175) (194) Debt issuance costs (304) (302) Total debt, carrying value $ 47,979 $ 47,984 Total short-term debt, carrying value (b) $ 16,280 $ 6,362 Total long-term debt, carrying value $ 31,699 $ 41,622 ____________________ (a) Subsequent to October 29, 2021, the Company used the net proceeds from its $9.3 billion pro rata share of the cash dividend received in connection with the VMware Spin-off, as well as cash on hand, to repay $3.12 billion principal amount of the 2.00% Term Loan B-2 Facility due September 2025, $3.13 billion principal amount of the 1.84% Term Loan A-6 Facility due March 2024, $1.63 billion principal amount of the 7.125% Senior Notes due June 2024, and $1.50 billion principal amount of the 5.45% First Lien Notes due June 2023. (b) Given the probability of the close of the VMware Spin-off and the Company’s intent and ability to repay, the Company classified $9.4 billion principal amount of debt as short-term liabilities on the Condensed Consolidated Statements of Financial Position as of October 29, 2021. During the nine months ended October 29, 2021, the net decrease in the Company’s debt balance was primarily due to: • repayment of $1.0 billion principal amount of the 3.375% EMC Notes due June 2023; • repayment of $4.0 billion principal amount of the 2.44% Margin Loan Facility due April 2022; • repayment of $1.1 billion principal amount of the 5.875% Senior Notes due June 2021; and • repayment of $0.4 billion principal amount of the 4.625% Unsecured Notes due April 2021. See Note 18 of the Notes to the Condensed Consolidated Financial Statements for more information about debt repayments that occurred subsequent to October 29, 2021. Secured Debt Senior Secured Credit Facilities — The Company has entered into a credit agreement (the “Existing Credit Agreement”) that provides for senior secured credit facilities (the “Senior Secured Credit Facilities”) comprising (a) term loan facilities and (b) a senior secured Revolving Credit Facility, which provides for a borrowing capacity of up to $4.5 billion for general corporate purposes, including capacity for up to $0.5 billion of letters of credit and for borrowings of up to $0.4 billion under swing-line loans. The Revolving Credit Facility expires December 20, 2023. As of October 29, 2021, available borrowings under the Revolving Credit Facility totaled $4.5 billion. The Senior Secured Credit Facilities provide that the borrowers have the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving commitments. On February 18, 2021, the Company entered into an eighth refinancing amendment to the credit agreement for the Senior Secured Credit Facilities to refinance the existing term B loans (the “Original Term B Loans”) with a new term loan B facility consisting of an aggregate principal amount of $3.1 billion refinancing term B-2 loans (the “Refinancing Term B-2 Loans”) maturing on September 19, 2025. Proceeds from the Refinancing Term B-2 Loans, together with other funds available to the borrowers, were used to repay in full the Original Term B Loans and all accrued and unpaid fees in respect thereof. Except for a change in the interest rate, the Refinancing Term B-2 Loans have substantially the same terms as the Original Term B Loans under the sixth refinancing amendment to the Senior Secured Credit Agreement. Amortization payments on the Refinancing Term B-2 Loans are equal to 0.25% of the aggregate principal amount of Refinancing Term B-2 Loans outstanding on the effective date of the eighth refinancing amendment, payable at the end of each fiscal quarter, commencing with the fiscal quarter ended April 30, 2021. Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin, plus, at the borrowers’ option, either (a) a base rate, or (b) the London Interbank Offered Rate (“LIBOR”). The Term Loan A-6 Facility bears interest at LIBOR plus an applicable margin ranging from 1.25% to 2.00% or a base rate plus an applicable margin ranging from 0.25% to 1.00%. The Refinancing Term B-2 Loans bear interest at LIBOR plus an applicable margin of 1.75% or a base rate plus an applicable margin of 0.75%. Interest is payable, in the case of loans bearing interest based on LIBOR, at the end of each interest period (but at least every three months), in arrears and, in the case of loans bearing interest based on the base rate, quarterly in arrears. The Term Loan A-6 Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 5% of the original principal amount in each of the first four years after the facility closing date of March 13, 2019, and 80% of the original principal amount in the fifth year after March 13, 2019. The Revolving Credit Facility has no amortization. The borrowers may voluntarily repay outstanding loans under the term loan facilities and the Revolving Credit Facility at any time without premium or penalty, other than customary “breakage” costs. All obligations of the borrowers under the Senior Secured Credit Facilities and certain swap agreements, cash management arrangements, and certain letters of credit provided by any lender or agent party to the Senior Secured Credit Facilities or any of its affiliates and certain other persons are secured by (a) a first-priority security interest in certain tangible and intangible assets of the borrowers and the guarantors and (b) a first-priority pledge of 100% of the capital stock of the borrowers, Dell Inc., a wholly-owned subsidiary of the Company ( “ Dell ” ), and each wholly-owned material restricted subsidiary of the borrowers and the guarantors, in each case subject to certain thresholds, exceptions, and permitted liens. Subsequent to October 29, 2021, the Company repaid the remaining $3.12 billion principal amount of the Term B-2 Loans and the remaining $3.13 billion principal amount of the Term Loan A-6 Facility. On November 1, 2021, the Company entered into a new senior secured Revolving Credit Facility (the “2021 Revolving Credit Facility”) to replace the old senior secured Revolving Credit Facility under the Existing Credit Agreement. Following the full redemption of the outstanding term loan facilities and placement of the Revolving Credit Facility, the Existing Credit Agreement was terminated. See Note 18 of the Notes to the Condensed Consolidated Financial Statements for more information. First Lien Notes — Dell International L.L.C. and EMC Corporation (collectively, the “Issuers”), both of which are wholly-owned subsidiaries of Dell Technologies Inc., completed offerings of multiple series of senior secured notes (collectively, the “First Lien Notes”) pursuant to Rule 144A and Regulation S. Various series of the First Lien Notes were issued on June 1, 2016, March 20, 2019, and April 9, 2020 in aggregate principal amounts of $20.0 billion, $4.5 billion, and $2.25 billion, respectively. Interest on the First Lien Notes is payable semiannually. The First Lien Notes are secured on an equal and ratable basis with the Senior Secured Credit Facilities by substantially all of the tangible and intangible assets of the issuers and guarantors that secure obligations under the Senior Secured Credit Facilities, including pledges of all capital stock of the issuers, Dell, and certain wholly-owned material subsidiaries of the issuers and the guarantors, subject to certain exceptions. In June 2021, Dell International L.L.C and EMC Corporation completed the previously announced offers to exchange any and all outstanding First Lien Notes for registered first lien notes having terms substantially identical to the terms of the First Lien Notes. The Issuers issued an aggregate $18.4 billion principal amount of registered first lien notes in exchange for the same principal amount of First Lien Notes. The aggregate principal amount of unregistered First Lien Notes remaining outstanding following the settlement of the exchange offers was approximately $0.1 billion. Following the exchange offer, such registered first lien notes, together with the remaining unregistered First Lien Notes, are collectively referred to as “First Lien Notes” in these Notes to the Condensed Consolidated Financial Statements. Subsequent to October 29, 2021, the Company repaid $1.5 billion principal amount of First Lien Notes. Further, in conjunction with the termination of the Existing Credit Agreement, the tangible and intangible assets of the issuers and guarantors that secure obligations under the Senior Secured Credit Facilities were released as collateral and the First Lien Notes became fully unsecured. See Note 18 of the Notes to the Condensed Consolidated Financial Statements for more information about the First Lien Notes principal repayment subsequent to October 29, 2021. Unsecured Debt Unsecured Notes and Debentures — The Company has outstanding unsecured notes and debentures (collectively, the “Unsecured Notes and Debentures”) that were issued by Dell prior to the acquisition of Dell by Dell Technologies Inc. in the going-private transaction that closed in October 2013. Interest on outstanding borrowings is payable semiannually. Senior Notes — The senior unsecured notes (collectively, the “Senior Notes”) were issued on June 22, 2016 in an aggregate principal amount of $3.3 billion. Interest on outstanding borrowings is payable semiannually. Subsequent to October 29, 2021, the Company repaid the remaining $1.63 billion principal amount of Senior Notes. Following the full redemption of the Senior Note, the indenture governing the Senior Notes was terminated. See Note 18 of the Notes to the Condensed Consolidated Financial Statements for more information about the Senior Notes principal repayment subsequent to October 29, 2021. EMC Notes — On September 7, 2016, as result of the merger with EMC, Dell acquired multiple outstanding Notes (collectively, the “EMC Notes”). During the three months ended October 29, 2021, the Company repaid the remaining $1.0 billion principal amount of the EMC Notes. VMware Notes — VMware, Inc. completed public offerings of unsecured senior notes in the aggregate amounts of $4.0 billion, $2.0 billion, and $6.0 billion on August 21, 2017, April 7, 2020, and August 2, 2021, respectively (the “VMware Notes”). None of the net proceeds of such borrowings will be made available to support the operations or satisfy any corporate purposes of Dell Technologies, other than the operations and corporate purposes of VMware, Inc. and VMware, Inc.’s subsidiaries. Interest on outstanding borrowings is payable semiannually. VMware Revolving Credit Facility and Term Loan Facilities — On September 12, 2017, VMware, Inc. entered into an unsecured credit agreement, that established a revolving credit facility (the “VMware Revolving Credit Facility”) with a syndicate of lenders that provided the company with a borrowing capacity of up to $1.0 billion for VMware, Inc. general corporate purposes. On September 2, 2021, VMware, Inc. entered into an unsecured credit agreement establishing a revolving credit facility with a syndicate of lenders that provides VMware, Inc. with a borrowing capacity of up to $1.5 billion for general corporate purposes (the “2021 VMware Revolving Credit Facility”). The 2021 VMware Revolving Credit Facility replaced VMware, Inc.’s existing $1.0 billion revolving credit facility that was undrawn. Commitments under the 2021 Revolving Credit Facility are available for a period of five years, which may be extended, subject to the satisfaction of certain conditions, by up to two one-year periods. The credit agreement contains certain representations, warranties and covenants. Commitment fees, interest rates and other terms of borrowing under the 2021 Revolving Credit Facility may vary based on VMware’s external credit ratings. As of October 29, 2021, there were no outstanding borrowings under the 2021 VMware Revolving Credit Facility. In addition, VMware, Inc. received commitments from financial institutions for a 3-year senior unsecured term loan facility and a 5-year senior unsecured term loan facility that would provide VMware, Inc. with a borrowing capacity of up to $4.0 billion (the “VMware Term Loan Facilities”). VMware, Inc. may borrow against the term loan once up to its borrowing capacity of $4.0 billion. Subsequent to October 29, 2021, and in advance of the close of the VMware Spin-off on November 1, 2021, VMware, Inc. borrowed $4.0 billion against the VMware Term Loan Facilities with the proceeds utilized to fund a portion of the special cash dividend paid by VMware, Inc. in connection with the VMware Spin-off transaction. See Note 18 of the Notes to the Condensed Consolidated Financial Statements for more information about the VMware Spin-off transaction. None of the net proceeds of the 2021 VMware Revolving Credit Facility or the VMware Term Loan Facilities will be made available to support the operations or satisfy any corporate purposes of Dell Technologies, other than the operations and corporate purposes of VMware, Inc. and VMware, Inc.’s subsidiaries. DFS Debt See Note 3 and Note 6 of the Notes to the Condensed Consolidated Financial Statements, respectively, for discussion of DFS debt and the interest rate swap agreements that hedge a portion of that debt. Other Margin Loan Facility — On April 12, 2017, the Company entered into the Margin Loan Facility in an aggregate principal amount of $2.0 billion. In connection with the Class V transaction described in Note 1 of the Notes to the Condensed Consolidated Financial Statements, on December 20, 2018, the Company amended the Margin Loan Facility to increase the aggregate principal amount to $3.4 billion. In connection with obtaining the Term Loan A-6 Facility during the fiscal year ended January 31, 2020, the Company increased the aggregate principal amount of the Margin Loan Facility to $4.0 billion. VMware Holdco LLC, a wholly-owned subsidiary of EMC, was the borrower under the Margin Loan Facility, which was secured by approximately 76 million shares of Class B common stock of VMware, Inc. and approximately 24 million shares of Class A common stock of VMware, Inc. Loans under the Margin Loan Facility bore interest at a rate per annum payable, at the borrower’s option, either at (a) a base rate plus 1.25% per annum or (b) a LIBOR-based rate plus 2.25% per annum. Interest under the Margin Loan Facility was payable quarterly. The Margin Loan Facility was scheduled to mature in April 2022. The borrower had the option to voluntarily repay outstanding loans under the Margin Loan Facility at any time without premium or penalty, other than customary “breakage” costs, subject to certain minimum threshold amounts for prepayment. During the nine months ended October 29, 2021, the Company repaid the $4.0 billion principal amount of the Margin Loan Facility. Upon repayment, the VMware, Inc. common stock pledged to secure the Margin Loan Facility was released as collateral in accordance with the associated Margin Loan Facility agreement. Aggregate Future Maturities The following table presents the aggregate future maturities of the Company’s debt as of October 29, 2021 for the periods indicated: Maturities by Fiscal Year (a) 2022 2023 2024 2025 2026 Thereafter Total (in millions) Senior Secured Credit Facilities and First Lien Notes $ 7,754 $ — $ 2,250 $ 1,000 $ 1,000 $ 12,750 $ 24,754 Unsecured Notes and Debentures — — — — — 952 952 Senior Notes and EMC Notes 1,625 — — — — — 1,625 VMware Notes — 1,500 1,000 1,250 750 6,250 10,750 DFS Debt 1,378 5,019 1,888 1,016 86 590 9,977 Other 9 33 187 124 23 24 400 Total maturities, principal amount 10,766 6,552 5,325 3,390 1,859 20,566 48,458 Associated carrying value adjustments (94) (7) (20) (20) (6) (332) (479) Total maturities, carrying value amount $ 10,672 $ 6,545 $ 5,305 $ 3,370 $ 1,853 $ 20,234 $ 47,979 ____________________ (a) Maturities by Fiscal Year reflects $9.4 billion principal amount of debt within the remaining three months of Fiscal 2022 to align to the classification of this debt as short-term on the Condensed Consolidated Statements of Financial Position and reflect the Company’s intent to repay during the fourth quarter of Fiscal 2022. Covenants and Unrestricted Net Assets — The credit agreement for the Senior Secured Credit Facilities contains customary negative covenants that generally limit the ability of Denali Intermediate Inc., a wholly-owned subsidiary of Dell Technologies (“Denali Intermediate”), Dell, and Dell’s and Denali Intermediate’s other restricted subsidiaries to incur debt, create liens, make fundamental changes, enter into asset sales, make certain investments, pay dividends or distribute or redeem certain equity interests, prepay or redeem certain debt, and enter into certain transactions with affiliates. The indenture governing the Senior Notes contains customary negative covenants that generally limit the ability of Denali Intermediate, Dell, and Dell’s and Denali Intermediate’s other restricted subsidiaries to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The negative covenants under such credit agreements and indenture are subject to certain exceptions, qualifications, and “baskets.” The indentures governing the First Lien Notes, the Unsecured Notes and Debentures, and the EMC Notes variously impose limitations, subject to specified exceptions, on creating certain liens, entering into sale and lease-back transactions, and entering into certain asset sales. The foregoing credit agreements and indentures contain customary events of default, including failure to make required payments, failure to comply with covenants, and the occurrence of certain events of bankruptcy and insolvency. As of October 29, 2021, the Company had certain consolidated subsidiaries that were designated as unrestricted subsidiaries for all purposes of the applicable credit agreements and the indentures governing the First Lien Notes and the Senior Notes. Substantially all of the net assets of the Company’s consolidated subsidiaries were restricted, with the exception of the Company’s unrestricted subsidiaries, primarily VMware, Inc., Secureworks, and their respective subsidiaries, as of October 29, 2021. The Senior Secured Credit Facilities and the Revolving Credit Facility are subject to a first lien leverage ratio covenant that is tested at the end of each fiscal quarter of Dell with respect to Dell’s preceding four fiscal quarters. The Company was in compliance with all financial covenants as of October 29, 2021. Subsequent to October 29, 2021 and following the full redemption of the outstanding term loan facilities and Senior Notes, the Existing Credit Agreement and the indenture governing the Senior Notes were terminated. The 2021 Revolving Credit Facility contains customary negative covenants that generally limit the ability of Dell, Dell International L.L.C, and EMC to create liens and make fundamental changes. The 2021 Revolving Credit Facility is subject to an interest coverage ratio covenant that is tested at the end of each fiscal quarter of Dell with respect to Dell’s preceding four fiscal quarters. See Note 18 of the Notes to the Condensed Consolidated Financial Statements for more information about debt repayments that occurred subsequent to October 29, 2021. |