Sentences and paragraphs of DELL's Risk Factors and MD&A, 10-K 2026-03-16 against 10-K 2025-03-25.
Each links to the text at sec.gov.
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RewordedRisk Factors
These incidents have caused, and may in the future cause, disruption to parts of our business operations, and to the environments and operations of our partners, vendors, and customers, and such incidents could result in regulatory, investigative, recovery, remediation, contractual, and litigation expenses.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedRisk Factors
Any such Such effects in the past have had, and in future periods could have have, a negative impact on our net revenue and profitability.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedRisk Factors
We are subject to climate-related risks associated with the long-term effects of climate change on that could impact the global economy and on the IT industry in particular.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedRisk Factors
We have entered into are a party to a registration rights agreement with holders of substantially all outstanding shares of Class A Common Stock (which are convertible into the same number of shares of Class C Common Stock), holders of all outstanding shares of Class B Common Stock (which are convertible into the same number of shares of Class C Common Stock), and, as of March 17, 2025, 9, 2026, holders of approximately 38 20 million outstanding shares of Class C Common Stock, pursuant to which we have granted such holders and their permitted transferees shelf, demand and/or piggyback registration rights with respect to such shares (including the shares of Class C Common Stock into which the Class A Common Stock and the Class B Common Stock may be converted).
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedRisk Factors
We are controlled by the MD stockholders, who, separately and together with the SLP stockholders, collectively own common stock with a substantial majority of the voting power of all our outstanding series of common stock and are able to effectively control our actions, including approval of mergers and other significant corporate transactions.
Read it in 10-K 2026-03-16 at sec.gov ↗
Quiet changesRisk Factors
Because these supplier negotiations are continual and reflect the evolving competitive environment, the variability in timing and amount of incremental vendor discounts and rebates can affect affects our profitability.
Read it in 10-K 2026-03-16 at sec.gov ↗
Quiet changesRisk Factors
The vendor programs may change periodically, and changes in our business may result in increased reliance of on vendors with less favorable pricing terms, potentially resulting in adverse profitability trends if we cannot adjust pricing or variable costs.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
Infrastructure Solutions Group (“ISG”) — We provide a comprehensive portfolio of advanced infrastructure solutions designed to help customers simplify, streamline, and automate information technology (“IT”) operations. ISG also offers software, peripherals, and services, including consulting and support and deployment. Given the scale and growth of our AI-optimized servers business, effective in the fourth quarter of Fiscal 2026, we disaggregated our servers and networking offerings within revenue by major product category into AI-optimized servers offerings and traditional servers and networking offerings. As a result, our major product categories within ISG include our AI-optimized servers offerings, our traditional servers and networking offerings, and our storage offerings.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•AI-optimized servers — We offer a specialized portfolio of AI-optimized servers designed to handle the most demanding compute-intensive workloads, including AI model training, fine-tuning, and inferencing.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•Traditional servers and networking — Our traditional servers portfolio provides the trusted foundation for modern IT environments, supporting a wide range of general-purpose and mission-critical workloads. Our networking portfolio helps our business customers transform and modernize their infrastructure, complementing our storage and AI-optimized and traditional servers offerings, and includes wide area network infrastructure, data center and edge networking switches, and cables and optics.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•Storage — Our comprehensive storage portfolio includes modern and traditional storage solutions that span primary, unstructured and data protection offerings and are delivered through multiple architectures, including all-flash, purpose-built, software-defined, and hyper-converged infrastructure platforms.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•Commercial — Our commercial portfolio provides customers with solutions centered on flexibility to address their complex needs such as IT modernization, hybrid work transformation, and other critical areas.
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AddedMD&A
•Consumer — Our consumer portfolio provides customers with solutions ranging from essential computing, connectivity, and productivity needs of the everyday user to powerful performance, processing, and end-user experiences in high-end consumer and gaming offerings.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•Technology refresh in core markets: Within our ISG business, we continue to see customers modernize and consolidate their data centers as more customers transition to next-generation products, which contributed to strong demand and net revenue growth during the year within our traditional servers and networking offerings. Additionally, within our CSG business, the PC refresh cycle is underway as customers continue to upgrade their devices, which has contributed to increased demand for our commercial offerings and moderate CSG net revenue growth.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•Business modernization initiatives: We continue to prioritize ongoing modernization initiatives to achieve greater efficiencies and streamline our processes, while also continuing to make strategic investments designed to enable growth and innovation. These initiatives have resulted in a continued net reduction in our operating expenses.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
We remain focused on executing our key strategic priorities, creating long-term value for our shareholders, and addressing our customers’ needs. We have the following expectations regarding our performance in Fiscal 2027:
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
•Gross margin: We expect margin growth, while balancing anticipated margin rate pressure resulting from a continuing shift in mix towards our AI-optimized servers offerings. We anticipate notable inflation for component costs in Fiscal 2027 and continue to monitor the rapidly evolving commodity supply environment, leverage the agility and scale of our world-class supply chain, and seek to balance profitability and growth while maintaining disciplined pricing.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
We believe our unique operating advantages provide a foundation to foster business growth, enable innovation, drive efficiencies, and continue to position us for long-term success.
Read it in 10-K 2026-03-16 at sec.gov ↗
AddedMD&A
Fiscal Year Ended January 30, 2026 January 31, 2025 February 2, 2024 (in millions) Interest and other, net: Investment income, primarily interest $ 256 $ 160 $ 305 Gain on investments, net 254 177 47 Interest expense (1,560) (1,394) (1,501) Foreign exchange (95) (112) (199) Gain on disposition of businesses and assets 236 — — Other 23 (20) 24 Total interest and other, net $ (886) $ (1,189) $ (1,324)
Read it in 10-K 2026-03-16 at sec.gov ↗
RemovedMD&A
•Infrastructure Solutions Group (“ISG”) — ISG includes our servers and networking offerings and our storage offerings. Our server portfolio includes high-performance general-purpose and AI-optimized servers. Our networking portfolio includes wide area network infrastructure, data center and edge networking switches, and cables and optics. Our comprehensive storage portfolio includes modern and traditional storage solutions, including all-flash arrays, scale-out file, object platforms, hyper-converged infrastructure, and software-defined storage. ISG also offers software, peripherals, and services, including consulting and support and deployment.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
•Supply chain: Notwithstanding the increased demand for AI-optimized solutions, our supply chain continued to operate efficiently. We experienced a modest increase in input costs, primarily driven by both component and logistics costs.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
•Broadcom’s acquisition of VMware: On November 22, 2023, Broadcom Inc. (“Broadcom”) completed its acquisition of VMware, leading to changes to our relationship with VMware as described below.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
We expect a modest decline in input costs during the first half of Fiscal 2026. Input cost trends are dependent on the strength or weakness of actual end-user demand and supply dynamics, which will continue to fluctuate and ultimately impact our costs, pricing, and operating results.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
We remain focused on executing our key strategic priorities, building long-term value creation for our stakeholders, and addressing our customers’ needs while continuing to make prudent decisions in response to the environment. We expect margin rate pressure resulting from a continuing shift in mix towards our AI-optimized servers and a competitive environment. We look to balance profitability and growth while maintaining disciplined pricing as we navigate through competitive pricing pressures.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
Both gross margin and non-GAAP gross margin percentage increased 160 basis points, to 23.8% and 24.5%, respectively, during Fiscal 2024. The increases were primarily attributable to the impacts of an overall decline in input costs coupled with an increase in average selling prices across many of our offerings as we continued to exercise disciplined pricing in an increasingly competitive environment.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
Our effective income tax rate can fluctuate depending on the geographic distribution of our worldwide earnings, as our foreign earnings are generally taxed at lower rates than in the United States. The differences between our effective income tax rates and the U.S. federal statutory rate of 21% principally result from the geographical distribution of income, differences between the book and tax treatment of certain items, and discrete tax items. In certain jurisdictions, our tax rate is significantly less than the applicable statutory rate as a result of tax holidays. The majority of our foreign income subject to these tax holidays is attributable to Singapore and China. A significant portion of these income tax benefits relates to a tax holiday that will be effective until January 31, 2029. Most of our other tax holidays will expire in whole or in part during Fiscal 2030 and Fiscal 2031. Many of these tax holidays and reduced tax rates may be extended when certain conditions are met or may be terminated early if certain conditions are not met or as a result of changes in tax legislation. As of January 31, 2025, we were not aware of any matters of non-compliance. Our income tax benefits attributable to tax holidays and incentives of the affected subsidiaries were immaterial to our provision for income taxes and earnings per share for Fiscal 2025 and Fiscal 2024.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
Many countries, including Singapore, a country in which we have a tax holiday, have enacted or are in the process of enacting laws based on the Pillar Two proposal relating to a global minimum tax issued by the Organisation for Economic Co-operation and Development (“OECD”). While we expect our effective income tax rate and cash income tax payments may increase in future years as a result of the global minimum tax, the tax did not have a material impact on our Fiscal 2025 consolidated results of operations and we do not expect a material impact for Fiscal 2026. Our assessment could be affected by legislative guidance and future enactment of additional provisions within the Pillar Two framework.
Read it in 10-K 2025-03-25 at sec.gov ↗
RemovedMD&A
Tax Obligations — Tax obligations represent a one-time mandatory deemed repatriation tax on undistributed earnings of foreign subsidiaries. As of January 31, 2025, the balance of tax obligations was $60 million, with the full amount payable within 12 months. Excluded from the amounts above are $0.9 billion in additional liabilities associated with uncertain tax positions as of January 31, 2025. We are unable to reliably estimate the expected payment dates for any liabilities for uncertain tax positions. See Note 12 of the Notes to the Consolidated Financial Statements included in this report for more information regarding these tax matters.
Read it in 10-K 2025-03-25 at sec.gov ↗
RewordedMD&A
During Fiscal 2025, 2026, cash and cash equivalents decreased increased by $3.7 $7.9 billion primarily due to an increase in cash flows from operations, net debt from the issuance of Senior Notes and DFS debt, and the proceeds from the sale of Secureworks, the effects of which were partially offset by the return of capital to our stockholders, capital expenditures, net repayment of DFS debt and Senior Notes, and payments to settle employee tax withholdings on stock-based compensation, the effects of which were partially offset by cash flows from operations. compensation.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
Other Macroeconomic Risks and Uncertainties — The impacts of trade protection measures, including increases changes in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical volatility, volatility associated with terrorism, military conflicts (including the Iran conflict), and other events, and global macroeconomic conditions (including those in China) conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our ability to conduct business results of operations in some non-U.S. markets.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
During Fiscal 2025, the The increases in operating income product gross margin and non-GAAP operating income product gross margin were primarily attributable to an increase in ISG operating income that was driven by product gross margin due to growth in our servers and networking offerings and, to a lesser extent, the mix in our storage offerings, which was partially offset by a decrease in CSG operating income. offerings.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
During Fiscal 2025, both 2026, gross margin and non-GAAP gross margin increased 1%, 7% to $21.3 $22.7 billion and $21.8 6% to $23.2 billion, respectively, driven by primarily due to an increase in ISG gross margin that was largely offset driven by growth in our servers and networking offerings and, to a decrease lesser extent, growth in CSG gross margin. our core storage offerings.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
January 30, 2026 January 31, 2025 February 2, 2024 (in millions) ASSETS Current assets $ 2,470 $ 3,132 $ 2,631 Intercompany receivables 317 175 281 Short-term intercompany loan receivables 306 — 92 Total current assets 3,093 3,307 3,004 Goodwill and intangible assets 13,788 14,073 14,447 Other non-current assets 3,319 3,412 3,437 Total assets $ 20,200 $ 20,792 $ 20,888 LIABILITIES Current liabilities $ 6,037 $ 4,097 $ 5,255 Long-term debt 20,035 15,824 15,353 Long-term intercompany loan payables 44,825 44,516 41,617 Other non-current liabilities 3,293 3,339 3,473 Total liabilities $ 74,190 $ 67,776 $ 65,698
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
Selling, general, and administrative $ 11,952 11,416 10.0% (4)% $11,952 12.5% (7)% $12,857 14.5% (9)% $14,136 13.9% Research and development 3,142 2.8% 3% 3,061 3.2% 9% 2,801 3.2% 1% 2,779 2.7% Total operating expenses $ 15,013 14,558 12.8% (3)% $15,013 15.7% (4)% $15,658 17.7% (7)% $16,915 16.6% Fiscal Year Ended January 30, 2026 January 31, 2025 February 2, 2024 February 3, 2023 Dollars % of Net Revenue % Change Dollars % of Net Revenue % Change Dollars % of Net Revenue (in millions, except percentages) Non-GAAP operating expenses $ 13,281 13,168 11.6% (1)% $13,281 13.9% (4)% $13,766 15.6% (7)% $14,790 14.5%
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
In connection with our acquisition by merger of EMC, referred to as the “EMC merger transaction,” and the acquisition of Dell by Dell Technologies Inc., referred to as the “going-private transaction,” EMC Corporation in 2016, all of the tangible and intangible assets and liabilities of EMC and Dell, respectively, were accounted for and recognized at fair value on the transaction dates. date.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
Operating expense income as a percentage of net revenue declined primarily due to benefited from the favorable impact of a decline in operating expense rate as a result of strong ISG net revenue growth coupled with continued disciplined cost management. management and, to a lesser extent, lower other corporate expenses.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
Operating expense income as a percentage of net revenue declined primarily due to benefited from the favorable impact of a decline in operating expense rate as a result of strong ISG net revenue growth coupled with continued disciplined cost management. management and, to a lesser extent, lower other corporate expenses.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
We expect ISG net revenue growth will be driven by increased demand growth across our servers and networking offerings offerings, largely in our AI-optimized servers offerings, and, to a lesser extent, our storage offerings, which we expect will result in ISG net revenue growth in Fiscal 2026. offerings.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
The outstanding principal amount of our total debt decreased $1.4 increased $7.0 billion to $24.8 $31.8 billion as of January 31, 2025, 30, 2026, driven primarily by an increase in net repayments debt from the issuance of our Senior Notes and, to a lesser extent, DFS debt and Senior Notes. debt.
Read it in 10-K 2026-03-16 at sec.gov ↗
RewordedMD&A
Operating Income — During Fiscal 2025, 2026, CSG operating income as a percentage of net revenue decreased 150 50 basis points to 6.1% primarily due to a decline in gross margin rate, which was partially offset by a decrease in operating expenses as a percentage of net revenue. 5.6%.
Read it in 10-K 2026-03-16 at sec.gov ↗
Quiet changesMD&A
The decline in employee compensation and benefits expense was partially largely offset by continued support of investments in R&D initiatives.
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Quiet changesMD&A
DFS Cash Flow Impacts — DFS offerings are initially funded through cash on hand at the time of origination, most some of which is subsequently replaced with asset-backed financing.
Read it in 10-K 2026-03-16 at sec.gov ↗