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EARNINGS PER SHARE
12 Months Ended
Jan. 29, 2021
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
NOTE 15 — EARNINGS PER SHARE

Basic earnings (loss) per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net income (loss) by the weighted-average shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares used in the basic earnings (loss) per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. The Company excludes equity instruments from the calculation of diluted earnings (loss) per share if the effect of including such instruments is antidilutive.

Until the completion on December 28, 2018 of the Class V transaction described in Note 1 of the Notes to the Consolidated Financial Statements, the Company had two groups of common stock, denoted as the DHI Group Common Stock and the Class V Common Stock.

The Class V Common Stock was a class of common stock intended to track the economic performance of 61% of the Company’s interest in the Class V Group, which consisted solely of VMware, Inc. common stock held by the Company as of immediately before the completion of the Class V transaction. Upon the completion of the Class V transaction, all outstanding shares of Class V Common Stock ceased to be outstanding, and the tracking stock structure was terminated. The Class C Common Stock issued to former holders of the Class V Common Stock in the Class V transaction represents an interest in the Company’s entire business and, unlike the Class V Common Stock, is not intended to track the performance of any distinct assets or business.

Prior to the fiscal year ended January 31, 2020, the DHI Group Common Stock consisted of four classes of common stock, including the Class A Common Stock, the Class B Common Stock, the Class C Common Stock, and the Class D Common Stock. Prior to the completion of the Class V transaction, the DHI Group referred to the direct and indirect interest of Dell Technologies in all of Dell Technologies’ business, assets, properties, liabilities, and preferred stock other than those attributable to the Class V Group, as well as the DHI Group’s retained interest in the Class V Group. Subsequent to the completion of the Class V transaction, the DHI Group refers to all classes of issued and outstanding DHI Group Common Stock.

For purposes of calculating earnings (loss) per share, the Company continues to use the two-class method. The Class A Common Stock, the Class B Common Stock, the Class C Common Stock, and the Class D Common Stock share equally in dividends declared or accumulated and have equal participation rights in undistributed earnings. As a result, earnings (loss) per share are the same for all classes of Dell Technologies Common Stock and are presented together.

The Company accounted for the VMware, Inc. acquisition of the controlling interest in Pivotal from Dell Technologies described in Note 1 of the Notes to the Consolidated Financial Statements as a transaction by entities under common control. Consequently, the Pivotal acquisition had no net effect on the Company’s consolidated financial statements or earnings (loss) per share as previously reported, which includes the period in which the Class V Common Stock was outstanding.

The following table presents basic and diluted earnings (loss) per share for the periods indicated:
 Fiscal Year Ended
 January 29, 2021January 31, 2020February 1, 2019
Earnings (loss) per share attributable to Dell Technologies Inc. — basic:
Dell Technologies Common Stock$4.37 $6.38 
Class V Common Stock$6.01 
DHI Group$(6.02)
Earnings (loss) per share attributable to Dell Technologies Inc. — diluted:
Dell Technologies Common Stock$4.22 $6.03 
Class V Common Stock$5.91 
DHI Group$(6.04)
The following table presents the computation of basic and diluted earnings per share for the periods indicated:
Fiscal Year Ended
January 29, 2021January 31, 2020
(in millions)
Numerator: Dell Technologies Common Stock
Net income attributable to Dell Technologies basic
$3,250 $4,616 
Incremental dilution from VMware, Inc. attributable to Dell Technologies (a)(13)(84)
Net income attributable to Dell Technologies diluted
$3,237 $4,532 
Denominator: Dell Technologies Common Stock weighted-average shares outstanding
Weighted-average shares outstanding basic
744 724 
Dilutive effect of options, restricted stock units, restricted stock, and other23 27 
Weighted-average shares outstanding diluted
767 751 
Weighted-average shares outstanding antidilutive
— — 
____________________
(a)The incremental dilution from VMware, Inc. represents the impact of VMware, Inc.’s dilutive securities on diluted earnings (loss) per share of Dell Technologies Common Stock, and is calculated by multiplying the difference between VMware, Inc.’s basic and diluted earnings (loss) per share by the number of shares of VMware, Inc. common stock held by the Company. For the fiscal year ended January 31, 2020, incremental dilution from VMware, Inc. was calculated by the Company without regard to VMware Inc.’s required retrospective adjustments for the Pivotal acquisition in its stand-alone financial statements. There is no incremental dilution from Secureworks due to its net loss position for the periods presented.
The following table presents the computation of basic and diluted earnings (loss) per share prior to the fiscal year ended January 31, 2020 for the period indicated:
Fiscal Year Ended
February 1, 2019
Numerator: Class V Common Stock
Net income attributable to Class V Common Stock — basic (a)$1,195 
Incremental dilution from VMware, Inc. attributable to Class V Common Stock (b)(18)
Net income attributable to Class V Common Stock — diluted$1,177 
Numerator: DHI Group
Net loss attributable to DHI Group — basic$(3,505)
Incremental dilution from VMware, Inc. attributable to DHI Group (b)(13)
Net loss attributable to DHI Group — diluted$(3,518)
Denominator: Class V Common Stock weighted-average shares outstanding
Weighted-average shares outstanding basic (c)
199 
Dilutive effect of options, restricted stock units, restricted stock, and other (d)— 
Weighted-average shares outstanding diluted
199 
Weighted-average shares outstanding antidilutive (d)
— 
Denominator: DHI Group weighted-average shares outstanding
Weighted-average shares outstanding basic (e)
582 
Dilutive effect of options, restricted stock units, restricted stock, and other— 
Weighted-average shares outstanding diluted
582 
Weighted-average shares outstanding antidilutive (f)
44 
____________________
(a)For the fiscal year ended February 1, 2019, net income attributable to the Class V Common Stock - basic represents net income attributable to the Class V Group for the period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.
(b)The incremental dilution from VMware, Inc. represents the impact of VMware, Inc.’s dilutive securities on the diluted earnings (loss) per share of the DHI Group and the Class V Common Stock, respectively, and is calculated by multiplying the difference between VMware, Inc.’s basic and diluted earnings (loss) per share by the number of shares of VMware, Inc. common stock held by the Company.
(c)For the fiscal year ended February 1, 2019, the Class V Common Stock weighted-average shares outstanding - basic represents the weighted-average for the period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.
(d)The dilutive effect of Class V Common Stock-based incentive awards was not material to the calculation of the weighted-average Class V Common Stock shares outstanding. The antidilutive effect of these awards was also not material.
(e)For the fiscal year ended February 1, 2019, the DHI Group weighted-average shares outstanding - basic represents the weighted-average shares over the twelve month period, with the Class C shares weighted for the number of days outstanding before and after the completion of the Class V transaction.
(f)Stock-based incentive awards have been excluded from the calculation of the DHI Group’s diluted loss per share because their effect would have been antidilutive, as the Company had a net loss attributable to the DHI Group for the period presented.
The income allocation and earnings per share for the fiscal year ended February 1, 2019 were not impacted by the acquisition of Pivotal by VMware, Inc., because shares of Class V Common Stock were no longer outstanding. The following table presents a summary of the net loss attributable to Dell Technologies Inc. for the period indicated:
Fiscal Year Ended
February 1, 2019
(in millions)
Net income attributable to Class V Common Stock$1,195 
Net loss attributable to DHI Group(3,505)
Net loss attributable to Dell Technologies Inc.$(2,310)

The following table presents the basis of allocation of net income attributable to the Class V Group for the period indicated:
Fiscal Year Ended
February 1, 2019
(in millions)
Net income attributable to VMware$2,422 
Less: Net income attributable to VMware for the period from December 28, 2018 to February 1, 2019(15)
Less: Net income attributable to non-controlling interests(452)
Net income attributable to Class V Group1,955 
Less: DHI Group's 38.90% weighted average retained interest in Class V Group
(760)
Class V Common Stock economic interest in Class V Group (a)
$1,195 
____________________
(a)    For the fiscal year ended February 1, 2019, Class V Common Stock economic interest in the Class V Group represents net income attributable to the Class V Group for the period ended December 27, 2018, the last date on which the Class V Common Stock was traded on the NYSE.
The following table presents a reconciliation of the VMware reportable segment results to the VMware, Inc. results attributable to the Class V Group pursuant to the tracking stock policy for the period indicated. The VMware reportable segment results presented below were recast as discussed in Note 19 of the Notes to the Consolidated Financial Statements. The VMware, Inc. results were not impacted by the Pivotal acquisition.
Fiscal Year Ended
February 1, 2019
VMware Reportable SegmentAdjustments and Eliminations (a)VMware
(in millions)
Net revenue$9,741 $(767)$8,974 
Cost of net revenue1,312 (54)1,258 
Gross margin8,429 (713)7,716 
Operating expenses:
Selling, general, and administrative3,720 (29)3,691 
Research and development1,783 192 1,975 
Total operating expenses5,503 163 5,666 
Operating income (loss)$2,926 $(876)$2,050 
Interest and other income (expense), net attributable to VMware833 
Income before income taxes attributable to VMware2,883 
Income tax provision attributable to VMware461 
Net income attributable to VMware$2,422 
____________________
(a)    Adjustments and eliminations primarily consist of intercompany sales and allocated expenses, as well as expenses that are excluded from the VMware reportable segment, such as amortization of intangible assets, stock-based compensation expense, severance, and integration and acquisition-related costs. Adjustments also include adjustments and eliminations pertaining to Pivotal results.