Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.98M
2: EX-4.40 Instrument Defining the Rights of Security Holders HTML 70K
3: EX-4.41 Instrument Defining the Rights of Security Holders HTML 80K
4: EX-21.1 Subsidiaries List HTML 134K
5: EX-23.1 Consent of Experts or Counsel HTML 42K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 50K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 50K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
119: R1 Cover Page HTML 112K
21: R2 Consolidated Statements of Financial Position HTML 142K
76: R3 Consolidated Statements of Financial Position HTML 44K
(Parenthetical)
134: R4 Consolidated Statements of Income (Loss) HTML 113K
120: R5 Consolidated Statements of Comprehensive Income HTML 117K
(Loss)
24: R6 Consolidated Statements of Comprehensive Income HTML 45K
(Loss) - Parenthetical
78: R7 Consolidated Statements of Cash Flows HTML 153K
137: R8 Consolidated Statements of Stockholders' Equity HTML 123K
(Deficit)
118: R9 Basis of Presentation HTML 53K
89: R10 Description of Business and Summary of Significant HTML 164K
Accounting Policies
146: R11 Fair Value Measurements and Investments HTML 164K
53: R12 Financial Services HTML 262K
38: R13 Debt HTML 220K
88: R14 Derivative Instruments and Hedging Activities HTML 245K
145: R15 Business Combinations, Goodwill and Intangible HTML 190K
Assets
51: R16 Deferred Revenue HTML 66K
36: R17 Commitments and Contingencies HTML 75K
90: R18 Leases HTML 90K
142: R19 Income and Other Taxes HTML 226K
83: R20 Accumulated Other Comprehensive Income (Loss) HTML 147K
28: R21 Non-Controlling Interests HTML 60K
115: R22 Capitalization HTML 138K
131: R23 Earnings (Loss) Per Share HTML 194K
82: R24 Stock-Based Compensation HTML 323K
27: R25 Redeemable Shares HTML 60K
113: R26 Retirement Plan Benefits HTML 66K
129: R27 Segment Information HTML 154K
79: R28 Supplemental Consolidated Financial Information HTML 222K
29: R29 Condensed Financial Information of Parent Company HTML 135K
42: R30 Unaudited Quarterly Results HTML 107K
56: R31 Related Party Transactions HTML 46K
140: R32 Subsequent Events HTML 50K
84: R33 Description of Business and Summary of Significant HTML 281K
Accounting Policies (Policies)
43: R34 Description of Business and Summary of Significant HTML 53K
Accounting Policies (Tables)
57: R35 Fair Value Measurements and Investments (Tables) HTML 154K
141: R36 Financial Services (Tables) HTML 322K
85: R37 Debt (Tables) HTML 185K
41: R38 Derivative Instruments and Hedging Activities HTML 296K
(Tables)
59: R39 Business Combinations, Goodwill and Intangible HTML 199K
Assets (Tables)
15: R40 Deferred Revenue (Tables) HTML 61K
67: R41 Leases (Tables) HTML 88K
127: R42 Income and Other Taxes (Tables) HTML 204K
109: R43 Accumulated Other Comprehensive Income (Loss) HTML 147K
(Tables)
16: R44 Non-Controlling Interests (Tables) HTML 52K
68: R45 Capitalization (Tables) HTML 95K
128: R46 Earnings (Loss) Per Share (Tables) HTML 274K
110: R47 Stock-Based Compensation (Tables) HTML 282K
14: R48 Redeemable Shares (Tables) HTML 55K
69: R49 Retirement Plan Benefits (Tables) HTML 53K
62: R50 Segment Information (Tables) HTML 204K
45: R51 Supplemental Consolidated Financial Information HTML 233K
(Tables)
101: R52 Condensed Financial Information of Parent Company HTML 157K
(Tables)
155: R53 Unaudited Quarterly Results (Tables) HTML 106K
61: R54 BASIS OF PRESENTATION - Narrative (Details) HTML 66K
44: R55 DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT HTML 119K
ACCOUNTING POLICIES - Additional Information
(Narrative) (Details)
100: R56 FAIR VALUE MEASUREMENTS AND INVESTMENTS - HTML 75K
Hierarchy for Assets and Liabilities Measured at
Fair Value on a Recurring Basis (Details)
154: R57 FAIR VALUE MEASUREMENTS AND INVESTMENTS - HTML 51K
Additional Information (Narrative) (Details)
60: R58 FAIR VALUE MEASUREMENTS AND INVESTMENTS - Carrying HTML 73K
Value and Estimated Fair Value of Outstanding Debt
(Details)
46: R59 FAIR VALUE MEASUREMENTS AND INVESTMENTS - HTML 53K
Investments (Details)
105: R60 FINANCIAL SERVICES - Additional Information HTML 148K
(Narrative) (Details)
125: R61 FINANCIAL SERVICES - Schedule of Components of the HTML 77K
Company's Financing Receivables Segregated by
Portfolio Segment (Details)
72: R62 FINANCIAL SERVICES - Schedule of Changes in the HTML 62K
Allowance for Financing Receivable Losses
(Details)
19: R63 FINANCIAL SERVICES - Aging Customer Financing HTML 79K
Receivables, Gross, Including Accrued Interest
(Details)
103: R64 FINANCIAL SERVICES - Credit Quality Indicators HTML 66K
(Details)
124: R65 FINANCIAL SERVICES - Finance Leases (Details) HTML 48K
71: R66 FINANCIAL SERVICES - Finance Leases Future HTML 65K
Maturity (Details)
18: R67 FINANCIAL SERVICES - Operating Leases (Details) HTML 55K
107: R68 FINANCIAL SERVICES - Future Maturities (Details) HTML 54K
121: R69 FINANCIAL SERVICES - DFS Debt (Details) HTML 80K
149: R70 FINANCIAL SERVICES - Schedule of Financing HTML 50K
Receivables Held by the Consolidated VIEs
(Details)
97: R71 DEBT - Outstanding debt (Details) HTML 159K
48: R72 DEBT - Additional Information (Details) HTML 399K
64: R73 DEBT - Aggregate future maturities (Details) HTML 125K
150: R74 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 58K
Additional Information (Narrative) (Details)
98: R75 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 52K
Notional Amounts of Outstanding Derivative
Instruments (Details)
49: R76 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 87K
Effect of Derivative Instruments on the Condensed
Consolidated Statements of Financial Position and
the Condensed Consolidated Statements of Income
(Loss) (Details)
65: R77 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 98K
Fair Value of Derivative Instruments in the
Condensed Consolidated Statements of Financial
Position (Details)
153: R78 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - HTML 101K
Gross amounts of derivative instruments, amounts
offset due to master netting agreements (Details)
95: R79 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 160K
ASSETS - VMware, Inc. Acquisitions (Details)
147: R80 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 74K
ASSETS - Schedule of Liabilities Assumed and
Assets Acquired (Details)
96: R81 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 59K
ASSETS - Finite Lived Intangible Assets (Details)
47: R82 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 82K
ASSETS - Goodwill (Details)
63: R83 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 82K
ASSETS - Goodwill Impairment (Details)
151: R84 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 83K
ASSETS - Intangible Assets (Details)
99: R85 BUSINESS COMBINATIONS, GOODWILL AND INTANGIBLE HTML 61K
ASSETS - Amortization Expense (Details)
50: R86 DEFERRED REVENUE - Changes in Deferred Revenue HTML 58K
(Details)
66: R87 DEFERRED REVENUE - Remaining Performance HTML 54K
Obligation, Expected Timing (Details)
152: R88 Commitments and Contingencies (Details) HTML 91K
93: R89 LEASES - Narrative (Details) HTML 51K
106: R90 LEASES - Components of Lease Expense (Details) HTML 49K
126: R91 LEASES - Supplemental Information Related to HTML 55K
Operating Leases (Details)
73: R92 LEASES - Supplemental Cash Flow Information HTML 47K
(Details)
20: R93 LEASES - Maturity of Operating Leases (Details) HTML 66K
102: R94 LEASES - Future Minimum Lease Payments (Details) HTML 63K
123: R95 INCOME AND OTHER TAXES - Provision for Income HTML 73K
Taxes (Details)
70: R96 INCOME AND OTHER TAXES - Narrative (Details) HTML 110K
17: R97 INCOME AND OTHER TAXES - Income (Loss) from HTML 52K
Continuing Operations before Income Taxes
(Details)
108: R98 INCOME AND OTHER TAXES - Reconciliation of Income HTML 84K
Tax Benefit from Continuing Operations (Details)
122: R99 INCOME AND OTHER TAXES - Components of Net HTML 93K
Deferred Tax Assets (Liabilities) (Details)
25: R100 INCOME AND OTHER TAXES - Summary of Net Operating HTML 58K
Loss Carryforwards, Tax Credit Carryforwards, and
Other Deferred Tax Assets (Details)
74: R101 INCOME AND OTHER TAXES - Reconciliation of HTML 59K
Unrecognized Tax Benefits (Details)
135: R102 Accumulated Other Comprehensive Income (LOSS) - HTML 129K
Changes in Accumulated Other Comprehensive Loss,
Net of Tax (Details)
116: R103 Accumulated Other Comprehensive Income (LOSS) - HTML 80K
Reclassifications Out of Accumulated Other
Comprehensive Income (Loss), Net of Tax, to Net
Income (Loss) (Details)
26: R104 NON-CONTROLLING INTERESTS - Additional Information HTML 63K
(Narrative) (Details)
75: R105 NON-CONTROLLING INTERESTS - Effect of Changes in HTML 64K
Ownership Interests of Less than Wholly Owned
Subsidiaries (Details)
136: R106 CAPITALIZATION - Schedule of Stock by Class HTML 63K
(Details)
117: R107 CAPITALIZATION - Additional Information HTML 253K
(Narrative) (Details)
23: R108 CAPITALIZATION - Repurchase Activity for Class V HTML 66K
Common Stock (Details)
77: R109 Earnings (LOSS) PER SHARE - Additional Information HTML 53K
(Narrative) (Details)
55: R110 Earnings (LOSS) PER SHARE - Schedule of Earnings HTML 102K
(Loss) Per Share (Details)
34: R111 Earnings (LOSS) PER SHARE - Reconciliation of Net HTML 54K
Income (Loss) From Continuing Operations (Details)
92: R112 Earnings (LOSS) PER SHARE - Basis of Allocation HTML 75K
(Details)
144: R113 Earnings (LOSS) PER SHARE - Reconciliation of HTML 108K
Reportable Segment Results (Details)
54: R114 STOCK-BASED COMPENSATION - Stock-based HTML 57K
Compensation Expense (Details)
32: R115 STOCK-BASED COMPENSATION - Narrative (Details) HTML 262K
91: R116 STOCK-BASED COMPENSATION - Stock Option Activity HTML 135K
(Details)
143: R117 STOCK-BASED COMPENSATION - Assumptions (Details) HTML 68K
52: R118 STOCK-BASED COMPENSATION - Restricted Stock and HTML 110K
Restricted Stock Units Activity (Details)
37: R119 STOCK-BASED COMPENSATION - ESPP Activity (Details) HTML 54K
112: R120 Redeemable Shares (Details) HTML 65K
133: R121 RETIREMENT PLAN BENEFITS - Change in Fair Value of HTML 52K
Plan Assets (Details)
81: R122 RETIREMENT PLAN BENEFITS - Narrative (Details) HTML 83K
31: R123 SEGMENT INFORMATION - Additional Information HTML 43K
(Narrative) (Details)
111: R124 SEGMENT INFORMATION - Reconciliation of net HTML 99K
revenue by reportable segments to consolidated net
revenue (Details)
132: R125 SEGMENT INFORMATION - Net revenue and property, HTML 98K
plant and equipment (Details)
80: R126 SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION - HTML 155K
Information on Selected Accounts (Details)
30: R127 SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION - HTML 60K
Valuation and Qualifying Accounts (Details)
114: R128 SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION - HTML 54K
Warranty Liability (Details)
130: R129 SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION - HTML 51K
Severance Liability (Details)
138: R130 SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION - HTML 54K
Severance Charges (Details)
86: R131 SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION - HTML 60K
Interest and Other, Net (Details)
39: R132 CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY HTML 86K
- Condensed Statement of Financial Position
(Details)
58: R133 CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY HTML 73K
- Reconciliation of Comprehensive Loss (Details)
139: R134 CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY HTML 81K
- Condensed Statement of Cash Flows (Details)
87: R135 Unaudited Quarterly Results (Details) HTML 83K
40: R136 Subsequent Events (Details) HTML 75K
148: R9999 Uncategorized Items - delltechnologiesfy2010k.htm HTML 45K
22: XML IDEA XML File -- Filing Summary XML 298K
35: XML XBRL Instance -- delltechnologiesfy2010k_htm XML 8.59M
33: EXCEL IDEA Workbook of Financial Reports XLSX 238K
10: EX-101.CAL XBRL Calculations -- dell-20200131_cal XML 556K
11: EX-101.DEF XBRL Definitions -- dell-20200131_def XML 2.19M
12: EX-101.LAB XBRL Labels -- dell-20200131_lab XML 4.01M
13: EX-101.PRE XBRL Presentations -- dell-20200131_pre XML 2.73M
9: EX-101.SCH XBRL Schema -- dell-20200131 XSD 373K
104: JSON XBRL Instance as JSON Data -- MetaLinks 796± 1.25M
94: ZIP XBRL Zipped Folder -- 0001571996-20-000017-xbrl Zip 906K
‘EX-4.40’ — Instrument Defining the Rights of Security Holders
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
DELL TECHNOLOGIES INC.
AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of May 27, 2019 (this “Amendment”), is entered into by and among Dell Technologies
Inc. (the “Company”), a Delaware corporation, and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”): | |
(a) | Michael S. Dell and Susan Lieberman Dell Separate Property Trust (collectively, the “MD Stockholders”); |
| |
(b) | MSDC
Denali Investors, L.P., a Delaware limited partnership, and MSDC Denali EIV, LLC, a Delaware limited liability company (collectively, the “MSD Partners Stockholders”); |
| |
(c) | SL SPV-2, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership, Silver Lake Partners V DE (AIV), L.P., a Delaware limited partnership, Silver Lake Technology Investors V, L.P., a Delaware limited partnership, and SLP Denali Co-Invest, L.P., a Delaware limited partnership (collectively, the “SLP Stockholders”); and |
| |
(d) | Venezio
Investments Pte. Ltd., a Singapore corporation (the “Temasek Stockholder”). |
Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018 (the “Registration Rights Agreement”), by and between the Company and the Stockholders referred to therein. Capitalized terms defined in this Amendment shall have the meanings ascribed to them herein for purposes of this Amendment and
the Registration Rights Agreement. WHEREAS, pursuant to Section 2.1(a) of the Registration Rights Agreement, the Company is required to use its reasonable best efforts to file a Shelf Registration Statement for a public offering of all Registrable Securities (or such lesser amount agreed in accordance with the terms and conditions of the Registration Rights Agreement) no later than the first day on which such filing can be made with the SEC following the 150th day after the consummation of the Merger (such date, the “Shelf
Registration Filing Deadline”); WHEREAS, the Company and the Stockholders wish to amend Section 2.1(a) of the Registration Rights Agreement to extend the Shelf Registration Filing Deadline; WHEREAS, any amendment, modification, supplement or waiver of or to any provision of the Registration Rights Agreement shall be effected in accordance with Section 3.11 thereof; WHEREAS, each of the undersigned Stockholders, on behalf of such Stockholder and such Stockholder’s designated
transferees or successors, wishes to consent to the amendment of Section 2.1(a) of the Registration Rights Agreement provided for herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:
1.Amendment of Section 2.1(a). Section 2.1(a) of the Registration Rights Agreement is hereby amended by
deleting the first sentence thereof in its entirety and replacing such deleted first sentence with the following: Following the Merger, the Company shall use reasonable best efforts to (i) file a Shelf Registration Statement for a public offering of all Registrable Securities (or such lesser amount as the Sponsor Stockholders holding Registrable Securities agree, provided, that (x) all Registrable Securities of the Management Holders must be registered under such Shelf Registration Statement, (y) all Registrable Securities held by the Temasek Holders must be registered under such Shelf Registration Statement, and (z) upon the request of any such Sponsor Stockholder, the Company shall increase the number of Registrable Securities registered under such Shelf
Registration Statement by the amount requested by such Sponsor Stockholder (or, in the event that no Shelf Registration Statement is effective at the time of such request, shall file and cause to become effective a Shelf Registration Statement covering such number of Registrable Securities), and this parenthetical shall apply to successive requests by Sponsor Stockholders holding Registrable Securities) pursuant to Rule 415 promulgated under the Securities Act no later than the first day on which such filing can be made with the SEC on or after April 15, 2020 and (ii) cause such Shelf Registration Statement to become effective as soon as possible thereafter. 2.No Further Amendment. Except as expressly provided by this Amendment, the Registration Rights
Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and reaffirmed. Except as expressly set forth in this Amendment, no other terms and conditions of the Registration Rights Agreement are hereby amended, modified, supplemented or waived. Upon the effectiveness of this Amendment, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Registration Rights Agreement as amended by this Amendment. 3.Governing Law. This Amendment
and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Amendment or the negotiation, execution, interpretation or performance of this Amendment (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Amendment) shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable rules or principles of conflicts of laws. 4.Counterparts. This Amendment may be executed in any number of counterparts (which delivery may be via facsimile transmission or e-mail if in .pdf format), each of which shall be deemed an original, but all of which together
shall constitute a single instrument.
[Signature pages follow.]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment effective as of the date set forth above.
CORPORATION:
DELL TECHNOLOGIES INC.
Title: Senior Vice President and Assistant Secretary
MD STOCKHOLDER / MD HOLDER:
MD STOCKHOLDER / MD HOLDER:
SUSAN LIEBERMAN DELL SEPARATE PROPERTY TRUST
Title: President of Trustee
MSD PARTNERS STOCKHOLDERS / MSD PARTNERS HOLDERS:
MSDC DENALI INVESTORS, L.P.
Title: Manager
MSD PARTNERS STOCKHOLDERS / MSD PARTNERS HOLDERS:
MSDC DENALI EIV, LLC
Title: Manager
SLP STOCKHOLDER / SLP HOLDER:
SL SPV-2, L.P.
Title: Managing Director
SLP
STOCKHOLDER / SLP HOLDER:
SILVER LAKE PARTNERS IV, L.P.
Title: Managing Director
SLP STOCKHOLDER / SLP HOLDER:
SILVER
LAKE TECHNOLOGY INVESTORS IV, L.P.
Title: Managing Director
SLP STOCKHOLDER / SLP HOLDER:
SILVER LAKE PARTNERS V DE (AIV), L.P.
Title: Managing Director
SLP STOCKHOLDER / SLP HOLDER:
SILVER LAKE TECHNOLOGY INVESTORS V, L.P.
Title: Managing Director
SLP
STOCKHOLDER / SLP HOLDER:
SLP DENALI CO-INVEST, L.P.
Title: Managing Director
TEMASEK
STOCKHOLDER / TEMASEK HOLDER:
VENEZIO INVESTMENTS PTE. LTD.
Title: Joint Head – Investment Group
