DELL TECHNOLOGIES INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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This management's discussion and analysis should be read in conjunction with the
audited Consolidated Financial Statements and accompanying Notes included in the
Company's annual report on Form 10-K for the fiscal year ended January 29, 2021
and the unaudited Condensed Consolidated Financial Statements included in this
report. In addition to historical financial information, the following
discussion contains forward-looking statements that reflect our plans,
estimates, and beliefs, and that are subject to numerous risks and
uncertainties. Our actual results may differ materially from those expressed or
implied in any forward-looking statements.

Unless otherwise indicated, all results presented are prepared in a manner that
complies, in all material respects, with generally accepted accounting
principles in the United States of America ("GAAP"). Unless otherwise indicated,
all changes identified for the current-period results represent comparisons to
results for the prior corresponding fiscal period.

Unless the context indicates otherwise, references in this report to "we," "us,"
"our," the "Company," and "Dell Technologies" mean Dell Technologies Inc. and
its consolidated subsidiaries, references to "Dell" mean Dell Inc. and Dell
Inc.'s consolidated subsidiaries, and references to "EMC" mean EMC Corporation
and EMC Corporation's consolidated subsidiaries.

Our fiscal year is the 52- or 53-week period ending on the Friday nearest
January 31. We refer to our fiscal year ending January 28, 2022 and our fiscal
year ended January 29, 2021 as "Fiscal 2022" and "Fiscal 2021," respectively.
Fiscal 2022 and Fiscal 2021 include 52 weeks.

INTRODUCTION

Dell Technologies helps organizations and individuals build their digital future
and transform how they work, live, and play. We provide customers with the
industry's broadest and most innovative technology and services portfolio for
the data era, spanning traditional infrastructure, emerging multi-cloud
technologies, and essential technology needed in the "do anything from anywhere"
economy. We continue to seamlessly deliver differentiated and holistic
information technology ("IT") solutions to our customers, which has driven
significant revenue growth and share gains.

Dell Technologies' integrated solutions help customers modernize their IT
infrastructure, manage and operate in a multi-cloud world, address workforce
transformation, and provide critical solutions that keep people and
organizations connected, which has proven even more important in this current
time of disruption caused by the COVID-19 pandemic. We are helping customers
accelerate their digital transformations to improve and strengthen business and
workforce productivity. With our extensive portfolio and our commitment to
innovation, we offer secure, integrated solutions that extend from the edge to
the core to the cloud, and we are at the forefront of the software-defined and
cloud native infrastructure era. As further evidence of our commitment to
innovation, we are evolving and expanding our IT as-a-Service and cloud
offerings through APEX, which will provide our customers with greater
flexibility to scale IT to meet their evolving business needs and budgets.

Dell Technologies' end-to-end portfolio is supported by a world-class
organization with unmatched size and scale. We operate globally in 180 countries
across key functional areas, including technology and product development,
marketing, sales, financial services, and global services. Our go-to-market
engine includes a 39,000-person sales force and a global network of over 200,000
channel partners. Dell Financial Services and its affiliates ("DFS") offer
customer payment flexibility and enable synergies across the business. We employ
34,000 full-time service and support professionals and maintain more than 2,400
vendor-managed service centers. We manage a world-class supply chain that drives
long-term growth and operating efficiencies, with approximately $70 billion in
annual procurement expenditures and over 750 parts distribution centers.
Together, these elements provide a critical foundation for our success, enabling
us to offer unparalleled capability to our customers and making us the
integrator of choice.

Dell Technologies Vision and Innovation - Our vision is to be the essential
technology company for the data era and a leader in end-user computing,
software-defined data center solutions, data management, virtualization, edge
computing, and cloud software. We believe that our results will benefit from an
integrated go-to-market strategy, including enhanced coordination across all
segments of our business, and from our differentiated products and solutions
capabilities. We intend to continue to execute on our business model and seek to
balance liquidity, profitability, and growth to position our company for
long-term success.


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We are seeing an accelerated rate of change in the IT industry. We seek to
address our customers' evolving needs and their broader digital transformation
objectives as they embrace the hybrid multi-cloud environment of today. For many
customers, a top digital priority is to build stable and resilient remote
operational capabilities. We are seeing demand for simpler, more agile IT across
multiple clouds. The pandemic accelerated the introduction and adoption of new
technologies to ensure productivity and collaboration from anywhere. In light of
this rapid pace of innovation, we continue to invest in research and
development, sales, and other key areas of our business to deliver superior
products and solutions capabilities and to drive long-term sustainable growth.

Spin-off of VMware, Inc.

As described in Note 1 of the Notes to the Condensed Consolidated Financial
Statements included in this report, on November 1, 2021, subsequent to the close
of the Company's third quarter of Fiscal 2022, the Company completed its
previously announced spin-off of VMware, Inc. by means of a special stock
dividend (the "VMware Spin-off"). The VMware Spin-off was effectuated pursuant
to a Separation and Distribution Agreement, dated as of April 14, 2021 (the
"Separation and Distribution Agreement").

Dell Technologies effectuated the VMware Spin-off by means of a special stock
dividend of 30,678,605 shares of Class A common stock and 307,221,836 of Class B
common stock of VMware, Inc. to Dell Technologies stockholders of record as of
5:00 p.m., New York City time, on October 29, 2021. Prior to receipt of the
VMware, Inc. common stock by the Company's stockholders, each share of VMware,
Inc. Class B common stock automatically converted into one share of VMware, Inc.
Class A common stock. As a result of these transactions, each holder of record
of shares of Dell Technologies common stock as of the distribution record date
received approximately 0.440626 of a share of VMware, Inc. Class A common stock
for each outstanding share of Dell Technologies common stock owned by such
holder as of such date. VMware, Inc. paid a special cash dividend, pro rata, to
each holder of VMware, Inc. common stock in an aggregate amount equal to
$11.5 billion, of which Dell Technologies received $9.3 billion.

Immediately following VMware, Inc.'s payment of the special cash dividend,
pursuant to the Separation and Distribution Agreement, the businesses of VMware,
Inc. were separated from the remaining businesses of Dell Technologies through a
series of transactions that resulted in the pre-transaction stockholders of Dell
Technologies owning shares in two separate public companies, consisting of (1)
VMware, Inc., which continues to own the businesses of VMware, Inc. and its
subsidiaries, and (2) Dell Technologies, which continues to own Dell
Technologies' other businesses and subsidiaries. In connection with and upon
completion of the VMware Spin-off, Dell Technologies and VMware, Inc. entered
into a Commercial Framework Agreement (the "CFA"). The CFA provides a framework
under which Dell Technologies and VMware, Inc. will continue their strategic
commercial relationship after the transaction. The CFA has an initial term of
five years, with automatic one-year renewals occurring annually thereafter,
subject to certain terms and conditions. Dell Technologies and VMware, Inc. also
entered into other agreements that will govern other aspects of their
relationship, including, among others, a tax matters agreement and a transition
services agreement.

Dell Technologies used the net proceeds from its pro rata share of the special
cash dividend received from VMware, Inc., as well as cash on hand, to repay a
total of $9.4 billion principal amount of debt. For information about the debt
repayments, see Note 18 of the Notes to the Condensed Consolidated Financial
Statements included in this report.

The Company will report VMware results as discontinued operations beginning in
the fourth quarter of Fiscal 2022. See Note 1 and Note 18 of the Notes to the
Condensed Consolidated Financial Statements included in this report for more
information regarding the VMware Spin-off.

Products and services

We design, develop, manufacture, market, sell and support a wide range of comprehensive and integrated solutions, products and services. We are organized into the following business units, which are our segments to present:
Infrastructure Solutions Group; Customer Solutions Group; and VMware.

•Infrastructure Solutions Group ("ISG") - ISG enables the digital transformation
of our customers through our trusted multi-cloud and big data solutions, which
are built upon a modern data center infrastructure. ISG works with customers in
the area of hybrid cloud deployment with the goal of simplifying, streamlining,
and automating cloud operations. ISG solutions are built for multi-cloud
environments and are optimized to run cloud native workloads in both public and
private clouds, as well as traditional on-premise workloads.

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Contents

Our comprehensive portfolio of advanced storage solutions includes traditional
as well as next-generation storage solutions (such as all-flash arrays,
scale-out file, object platforms, and software-defined solutions). We have
simplified our storage portfolio to ensure that we deliver the technology needed
for our customers' digital transformation. We continue to make enhancements to
our portfolio of storage solutions and expect that these enhancements will drive
long-term improvements in the business. In May 2020, we released our new
PowerStore offering, a differentiated midrange storage solution that enables
seamless updates using microservices and container-based software architecture.
This offering allows us to compete more effectively within midrange storage and,
as a result, we are seeing early signs of improving revenue velocity.

Our server portfolio includes high-performance rack, blade, tower, and
hyperscale servers, optimized for artificial intelligence and machine learning
workloads. Our networking portfolio helps our business customers transform and
modernize their infrastructure, mobilize and enrich end-user experiences, and
accelerate business applications and processes.

Our strengths in server, storage, and virtualization software solutions enable
us to offer leading converged and hyper-converged solutions, allowing our
customers to accelerate their IT transformation by acquiring scalable integrated
IT solutions instead of building and assembling their own IT platforms. ISG also
offers attached software, peripherals, and services, including support and
deployment, configuration, and extended warranty services.

About half of ISG’s turnover is generated by sales to customers of the
Americas, the remaining part coming from sales to customers in the
Europe, Middle East, and Africa region (“EMEA”) and the Asia Pacific and Japan
region (“APJ”).

•Client Solutions Group ("CSG") - CSG includes branded hardware (such as
desktops, workstations, and notebooks) and branded peripherals (such as displays
and projectors), as well as third-party software and peripherals. Our computing
devices are designed with our commercial and consumer customers' needs in mind,
and we seek to optimize performance, reliability, manageability, design, and
security. In addition to our traditional hardware business, we have a portfolio
of thin client offerings that we believe will allow us to benefit from the
growth trends in cloud computing. For our customers that are seeking to simplify
client lifecycle management, our PC as-a-Service offering combines hardware,
software, lifecycle services, and financing into one all-encompassing solution
that provides predictable pricing per seat per month through DFS. CSG also
offers attached software, peripherals, and services, including support and
deployment, configuration, and extended warranty services.

About half of CSG’s revenue is generated by sales to customers in the
Americas, the remainder coming from sales to customers in the EMEA and APJ region.

•VMware - The VMware reportable segment ("VMware") reflects the operations of
VMware, Inc. (NYSE: VMW) within Dell Technologies. VMware works with customers
in the areas of hybrid and multi-cloud, virtual cloud networking, digital
workspaces, modern applications, and intrinsic security, helping customers
manage their IT resources across private clouds and complex multi-cloud,
multi-device environments. VMware's portfolio supports and addresses the key IT
priorities of customers: accelerating their cloud journey, modernizing their
applications, empowering digital workspaces, transforming networking, and
embracing intrinsic security. VMware enables its customers to digitally
transform their operations as they ready their applications, infrastructure, and
employees for constantly evolving business needs.

About half of VMware revenue is generated by sales to customers of United States.


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Effective upon the completion of the VMware Spin-off in the fourth quarter of
Fiscal 2022, as described under "Spin-off of VMware, Inc.," our Consolidated
Statements of Income will be recast to reflect VMware results as discontinued
operations and as such, VMware will no longer be identified as a reportable
segment. Pursuant to the CFA, Dell Technologies will continue to integrate
VMware, Inc.'s products and services with Dell Technologies' offerings and sell
them to end users. The results of those transactions will be reflected within
CSG and ISG, based on the nature of the underlying offering sold. Dell
Technologies will also continue to act as a distributor for VMware, Inc.,
purchasing VMware, Inc.'s standalone products and services for resale to
end-user customers. The results of this business will be reflected in Other
businesses. The Company's prior period segment results will be recast to reflect
the change. See Note 1 and Note 18 of the Notes to the Condensed Consolidated
Financial Statements included in this report for more information regarding the
VMware Spin-off.

Our Other businesses, described below, consist of products and services
offerings of Secureworks and Virtustream, which are both majority-owned by Dell
Technologies. These businesses are not classified as reportable segments, either
individually or collectively, as the results of the businesses are not material
to our overall results and the businesses do not meet the criteria for
reportable segments.

•Secureworks (NASDAQ: SCWX) is a leading global provider of intelligence-driven
information security solutions singularly focused on protecting its clients from
cyber attacks. The solutions offered by Secureworks enable organizations of
varying size and complexity to fortify their cyber defenses to prevent security
breaches, detect malicious activity in near real time, prioritize and respond
rapidly to security incidents, and predict emerging threats.

•Virtustream offers cloud software and infrastructure-as-a-service solutions
that enable customers to migrate, run, and manage mission-critical applications
in cloud-based IT environments.

On October 1, 2021, we completed the sale of Boomi and certain related assets to
Francisco Partners and TPG Capital for a total cash consideration of
approximately $4.0 billion, resulting in a pre-tax gain on sale of $4.0 billion.
The Company ultimately recorded a $3.0 billion gain, net of $1.0 billion in tax
expense. The transaction was intended to support the Company's focus on fueling
growth initiatives through targeted investments to modernize Dell Technologies'
core infrastructure and by expanding in high-priority areas, including hybrid
and private cloud, edge, telecommunications solutions, and the Company's APEX
offerings.

At September 1, 2020, we have completed the sale of RSA Security to a consortium of investors for a total cash consideration of approximately $ 2.082 billion, resulting in a capital gain before tax on the sale of $ 338 million. The Company eventually registered a $ 21 million net tax loss. The transaction was aimed at further simplifying our product portfolio and corporate structure.

Prior to the divestitures, the operating results of Boomi and RSA Security were
included within Other businesses and did not qualify for presentation as a
discontinued operation. See Note 1 of the Notes to the Condensed Consolidated
Financial Statements included in this report for more information about these
transactions.

Our products and services offerings are continually evolving in response to
industry dynamics. As a result, reclassifications of certain products and
services solutions in major product categories may be required. For further
discussion regarding our current reportable segments, see "Results of Operations
- Business Unit Results" and Note 16 of the Notes to the Condensed Consolidated
Financial Statements included in this report.

Dell Financial Services

DFS supports our businesses by offering and arranging various financing options
and services for our customers primarily in North America, Europe, Australia,
and New Zealand. DFS originates, collects, and services customer receivables
primarily related to the purchase or use of our product, software, and service
solutions. We also arrange financing for some of our customers in various
countries where DFS does not currently operate as a captive enterprise. DFS
further strengthens our customer relationships through its flexible consumption
models, which enable us to offer our customers the option to pay over time and,
in certain cases, based on utilization, to provide them with financial
flexibility to meet their changing technological requirements. The results of
these operations are allocated to our segments based on the underlying product
or service financed. For additional information about our financing
arrangements, see Note 3 of the Notes to the Condensed Consolidated Financial
Statements included in this report.


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Strategic Investments and Acquisitions

As part of our strategy, we will continue to evaluate opportunities for
strategic investments through our venture capital investment arm, Dell
Technologies Capital, with a focus on emerging technology areas that are
relevant to all segments of our business and that will complement our existing
portfolio of solutions. Our investment areas include storage, software-defined
networking, management and orchestration, security, machine learning and
artificial intelligence, Big Data and analytics, cloud, edge computing, and
software development operations. As of October 29, 2021 and January 29, 2021,
Dell Technologies held strategic investments of $1.5 billion and $1.4 billion,
respectively.

In addition to these investments, we can also make disciplined acquisitions targeting companies that advance our strategic goals and accelerate our innovation agenda.

Business trends and challenges

COVID-19 Pandemic and Response - In March 2020, the World Health Organization
("WHO") declared the outbreak of COVID-19 a pandemic. This declaration was
followed by significant governmental measures implemented in the United States
and globally, including travel bans and restrictions, shelter-in-place orders,
limitations and closures of non-essential businesses, and social distancing
requirements in efforts to slow down and control the spread of the virus.

The health of our employees, customers, business partners, and communities
remains our primary focus. During Fiscal 2021, we took numerous actions in
response to COVID-19, including a swift implementation of our business
continuity plans. Our crisis management team remains actively engaged to respond
to changes in our environment quickly and effectively, and to ensure that our
ongoing response activities are aligned with recommendations of the WHO and the
U.S. Centers for Disease Control and Prevention, and with governmental
regulations. We are adjusting restrictions previously implemented as new
information becomes available, governmental regulations are updated, and
vaccines become more widely distributed.

In September 2021, the President of the United States signed an executive order
that requires employers with U.S. Government contracts to ensure that their
U.S.-based employees, contractors, and subcontractors that work on or in support
of such contracts are fully vaccinated against COVID-19 (subject to medical and
religious exemptions). We are a covered federal contractor due to a number of
our agreements. We are taking steps to comply with the executive order for
federal contractors. It is currently not possible to predict the impact the
executive order may have on our workforce.

Most of our employees were previously equipped with remote work capabilities
over the past several years, which enabled us to quickly establish a
work-from-home posture for the majority of our employees. Further, we
implemented pandemic-specific protocols for our essential employees whose jobs
require them to be on-site or with customers. We are deploying return-to-site
processes based on ongoing assessments of local conditions by our management
team, including a global policy requiring vaccination or a negative COVID-19
test for persons entering a Dell site. We will continue to monitor conditions
and utilize remote work practices to ensure the health and safety of our
employees, customers, and business partners.

We continue to work closely with our customers and business partners to support
them as they expand their own remote work solutions and contingency plans and to
help them access our products and services remotely. Our agility, our breadth,
and our scale has and will continue to benefit us in serving our customers and
business partners during this period of accelerated digital transformation,
evolution of the "do anything from anywhere" economy, and uncertainty relating
to the effects of COVID-19.

Notable actions are as follows:

• Our global sales teams continue to successfully support our customers and partners remotely.

• We help meet the cash flow needs of our customers by expanding our service and financing offerings.

•Our close relationships and ability to connect directly with our customers
through our e-commerce business have enabled us to quickly meet the immediate
demands of the work- and learn-from-home environments as well as the long-term
demands of in-office, remote, and hybrid workforce environments.


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•The strength, scale, and resiliency of our global supply chain have afforded us
flexibility to manage through the significant disruption in the supply chain
environment. We continue to adapt in real time to events as they unfold by
applying predictive analytics to model a variety of outcomes to respond quickly
to the changing environment.  We continue to optimize our global supply chain
footprint to maximize factory uptime, for both Dell Technologies and our
suppliers, by working through various local governmental regulations and
mandates and by establishing robust safety measures to protect the health and
safety of our essential team members.

•We continue to drive innovation and excellence in engineering with a largely
remote workforce. Engineers and product teams have delivered several critical
solutions, including cloud updates, key client product refreshes, PowerStore
midrange storage and software, and recently announced IT as-a-Service and cloud
offerings within the APEX portfolio.

During Fiscal 2021, we took precautionary measures to increase our cash position
and preserve financial flexibility. We also took a series of prudent steps to
manage expenses and preserve liquidity that included, among others, global
hiring limitations, a reduction in consulting, contractor and facilities-related
costs, global travel restrictions, and a temporary suspension of the Dell 401(k)
match program for U.S. employees. Effective January 1, 2021, we resumed the Dell
401(k) match program, and in the fourth quarter of Fiscal 2021, we began to
reinstate selected employee-related compensation benefits. We will continue to
invest in long-term projects to support our growth and innovation initiatives,
while focusing on operating expense controls in certain areas of the business.
All of these actions are aligned with our strategy, which remains unchanged, of
focusing on gaining share, integrating and innovating across the Dell
Technologies portfolio, and strengthening our capital structure.

The impact of COVID-19 is accelerating digital transformation, and we continue
to see opportunities to create value and grow in response to resilient demand
for our IT solutions driven by a technology-enabled world. We will continue to
actively monitor global events and pursue prudent decisions to navigate in this
uncertain and ever-changing environment.

Supply Chain - Dell Technologies maintains limited-source supplier relationships
for certain components because the relationships are advantageous in the areas
of performance, quality, support, delivery, capacity, and price considerations.

We continue to be affected by industry-wide constraints in the provision of limited-source components in certain product offerings due to the impacts of COVID-19. Additionally, the global economic recovery has resulted in demand growth that has outstripped supply, resulting in increased backlogs and extended delivery times for our customers for some products.

These supply constraints coupled with increasing demand are leading to increases
in component costs, which, during the third quarter of Fiscal 2022, increased in
the aggregate. Component cost trends are dependent on the strength or weakness
of actual end-user demand and supply dynamics, which will continue to evolve and
ultimately impact the translation of the cost environment to pricing and
operating results. For both ISG and CSG, we expect the overall component cost
environment to remain inflationary but begin to stabilize for the remainder of
Fiscal 2022. Further, we continue to experience increased freight costs for
expedited shipments of components and rate increases in the freight network as
capacity remains constrained. In response to these pressures, we continue to
assess and take proactive steps to address our customers' demands while
balancing both profitability and growth. We expect to continue navigating supply
chain dynamics in to Fiscal 2023.

ISG - We expect that ISG will continue to be impacted by the changing nature of
the IT infrastructure market and competitive environment. During the first nine
months of Fiscal 2022, ISG benefited from improvements in the macroeconomic
environment that we expect will continue through the remaining three months of
Fiscal 2022. With our scale and strong solutions portfolio, we believe we are
well-positioned to respond to ongoing competitive dynamics. Within servers and
networking, we will continue to be selective in determining whether to pursue
certain large hyperscale and other server transactions. We continue to focus on
customer base expansion and lifetime value of customer relationships.

The unprecedented data growth throughout all industries is generating continued
demand for our storage solutions and services. Cloud native applications are
expected to continue as a primary growth driver in the infrastructure market. We
believe the complementary cloud solutions across our business position us to
meet these demands for our customers. We benefit from offering solutions that
address the emerging trends of enterprises deploying software-defined storage,
hyper-converged infrastructure, and modular solutions based on server-centric
architectures. These trends are changing the way customers are consuming our
traditional storage offerings. We continue to expand our offerings in external
storage arrays, which incorporate flexible, cloud-based functionality.


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Through our research and development efforts, we are developing new solutions in
this rapidly changing industry that we believe will enable us to continue to
provide superior solutions to our customers. Our customer base includes a
growing number of service providers, such as cloud service providers,
software-as-a-service companies, consumer webtech providers, and
telecommunications companies. These service providers turn to Dell Technologies
for our advanced solutions that enable efficient service delivery at cloud
scale. Through our collaborative, customer-focused approach to innovation, we
strive to deliver new and relevant solutions and software to the market quickly
and efficiently.

CSG - Our CSG offerings are an important element of our strategy, generating
strong cash flow and opportunities for cross-selling of complementary solutions.
During the first nine months of Fiscal 2022, CSG net revenue continued to be
strong across product offerings, driven primarily by the global economic
recovery coupled with customers seeking improved connectivity and productivity
in both personal and professional environments.

While we expect that the CSG demand environment will continue to be subject to
seasonal trends, we anticipate continued strong CSG demand through the remaining
three months of Fiscal 2022, in line with industry demand forecasts. Competitive
dynamics continue to be a factor in our CSG business and will impact pricing and
operating results. We remain committed to our long-term strategy for CSG and
will continue to make investments to innovate across the portfolio, while
benefiting from consolidation trends that are occurring in the markets in which
we compete.

Recurring Revenue and Consumption Models - Our customers are seeking new and
innovative models that address how they consume our solutions. We offer options
including as-a-service, utility, leases, and immediate pay models, all designed
to match customers' consumption and financing preferences. Our multiyear
agreements typically result in recurring revenue streams over the term of the
arrangement. We continue to evolve and build momentum across our family of
as-a-Service offerings as we pursue our strategy of modernizing our core
business solutions, with APEX at the forefront. We expect that our flexible
consumption models and as-a-service offerings through APEX will further
strengthen our customer relationships and provide a foundation for growth in
recurring revenue.

Macroeconomic Risks and Uncertainties - The impacts of trade protection
measures, including increases in tariffs and trade barriers, and changes in
government policies and international trade arrangements may affect our ability
to conduct business in some non-U.S. markets. We monitor and seek to mitigate
these risks with adjustments to our manufacturing, supply chain, and
distribution networks.

We manage our business on a U.S. dollar basis. However, we have a large global
presence, generating approximately half of our revenue by sales to customers
outside of the United States during both the third quarter and first nine months
of Fiscal 2022 and Fiscal 2021. As a result, our revenue can be, and in such
periods has been, impacted by fluctuations in foreign currency exchange rates.
We utilize a comprehensive hedging strategy intended to mitigate the impact of
foreign currency volatility over time, and we adjust pricing when possible to
further minimize foreign currency impacts.

Key performance indicators

Our key performance metrics are net revenue, operating income, adjusted earnings
before interest and other, net, taxes, depreciation, and amortization ("adjusted
EBITDA"), and cash flows from operations, which are discussed elsewhere in this
management's discussion and analysis.




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NON-GAAP FINANCIAL MEASURES

In this management's discussion and analysis, we use supplemental measures of
our performance which are derived from our consolidated financial information
but which are not presented in our consolidated financial statements prepared in
accordance with GAAP. These non-GAAP financial measures include non-GAAP product
net revenue; non-GAAP services net revenue; non-GAAP net revenue; non-GAAP
product gross margin; non-GAAP services gross margin; non-GAAP gross margin;
non-GAAP operating expenses; non-GAAP operating income; non-GAAP net income;
EBITDA; and adjusted EBITDA. The non-GAAP financial measures are not meant to be
considered as indicators of performance in isolation from or as a substitute for
net revenue, gross margin, operating expenses, operating income, or net income
prepared in accordance with GAAP, and should be read only in conjunction with
financial information presented on a GAAP basis.

We use non-GAAP financial measures to supplement financial information presented
on a GAAP basis. Management considers these non-GAAP measures in evaluating our
operating trends and performance. Moreover, we believe these non-GAAP financial
measures provide our stakeholders with useful and transparent information to
help them evaluate our operating results by facilitating an enhanced
understanding of our operating performance and enabling them to make more
meaningful period to period comparisons. There are limitations to the use of the
non-GAAP financial measures presented in this report. Our non-GAAP financial
measures may not be comparable to similarly titled measures of other companies.
Other companies, including companies in our industry, may calculate non-GAAP
financial measures differently than we do, limiting the usefulness of those
measures for comparative purposes.

Non-GAAP product net revenue, non-GAAP services net revenue, non-GAAP net
revenue, non-GAAP product gross margin, non-GAAP services gross margin, non-GAAP
gross margin, non-GAAP operating expenses, non-GAAP operating income, and
non-GAAP net income, as defined by us, exclude amortization of intangible
assets, the impact of purchase accounting, transaction-related expenses and
gains, stock-based compensation expense, other corporate expenses and, for
non-GAAP net income, fair value adjustments on equity investments and an
aggregate adjustment for income taxes. As the excluded items have a material
impact on our financial results, our management compensates for this limitation
by relying primarily on our GAAP results and using non-GAAP financial measures
supplementally or for projections when comparable GAAP financial measures are
not available.

Reconciliations of each non-GAAP financial measure to its most directly
comparable GAAP financial measure are presented below. We encourage you to
review the reconciliations in conjunction with the presentation of the non-GAAP
financial measures for each of the periods presented. The discussion below
includes information on each of the excluded items as well as our reasons for
excluding them from our non-GAAP results. In future fiscal periods, we may
exclude such items and may incur income and expenses similar to these excluded
items. Accordingly, the exclusion of these items and other similar items in our
non-GAAP presentation should not be interpreted as implying that these items are
non-recurring, infrequent, or unusual.
The following is a summary of the items excluded from the most comparable GAAP
financial measures to calculate our non-GAAP financial measures:

•Amortization of Intangible Assets - Amortization of intangible assets primarily
consists of amortization of customer relationships, developed technology, and
trade names. In connection with our acquisition by merger of EMC on September 7,
2016, referred to as the EMC merger transaction, and the acquisition of Dell
Inc. by Dell Technologies Inc. on October 29, 2013, referred to as the
going-private transaction, 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. Accordingly, for the periods presented,
amortization of intangible assets primarily represents amortization associated
with intangible assets recognized in connection with the EMC merger transaction
and the going-private transaction. Amortization charges for purchased intangible
assets are significantly impacted by the timing and magnitude of our
acquisitions, and these charges may vary in amount from period to period. We
exclude these charges for purposes of calculating the non-GAAP financial
measures presented below to facilitate an enhanced understanding of our current
operating performance and provide more meaningful period to period comparisons.

•Impact of Purchase Accounting - The impact of purchase accounting includes
purchase accounting adjustments related to the EMC merger transaction and, to a
lesser extent, the going-private transaction, recorded under the acquisition
method of accounting in accordance with the accounting guidance for business
combinations. This guidance prescribes that the purchase price be allocated to
assets acquired and liabilities assumed based on the estimated fair value of
such assets and liabilities on the date of the transaction. Accordingly, all of
the assets and liabilities acquired in the EMC merger transaction and the
going-private transaction were accounted for and recognized at fair value as of
the respective

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transaction dates, and the fair value adjustments are being amortized over the
estimated useful lives in the periods following the transactions. The fair value
adjustments primarily relate to deferred revenue and property, plant, and
equipment. Although the purchase accounting adjustments and related amortization
of those adjustments are reflected in our GAAP results, we evaluate the
operating results of the underlying businesses on a non-GAAP basis, after
removing such adjustments. We believe that excluding the impact of purchase
accounting for purposes of calculating the non-GAAP financial measures presented
below facilitates an enhanced understanding of our current operating performance
and provides more meaningful period to period comparisons.

•Transaction-related Expenses and Gains - Transaction-related expenses typically
consist of acquisition, integration, and divestiture-related costs and are
expensed as incurred. These expenses primarily represent costs for legal,
banking, consulting, and advisory services.  From time to time, this category
also may include transaction-related gains on divestitures of businesses or
asset sales. During the third quarter of Fiscal 2022, we recognized a gain of
$4.0 billion on the sale of Boomi, while during the third quarter of Fiscal
2021, we recognized a gain of $338 million on the sale of RSA Security. We
exclude these items for purposes of calculating the non-GAAP financial measures
presented below to facilitate an enhanced understanding of our current operating
performance and provide more meaningful period to period comparisons.

•Stock-based Compensation Expense - Stock-based compensation expense consists of
equity awards granted based on the estimated fair value of those awards at grant
date. We estimate the fair value of service-based stock options using the
Black-Scholes valuation model. To estimate the fair value of performance-based
awards containing a market condition, we use the Monte Carlo valuation model.
For all other share-based awards, the fair value is based on the closing price
of the Class C Common Stock as reported on the NYSE on the date of grant.
Although stock-based compensation is an important aspect of the compensation of
our employees and executives, the fair value of the stock-based awards may bear
little resemblance to the actual value realized upon the vesting or future
exercise of the related stock-based awards. We believe that excluding
stock-based compensation expense for purposes of calculating the non-GAAP
financial measures presented below facilitates an enhanced understanding of our
current operating performance and provides more meaningful period to period
comparisons.

•Other Corporate Expenses - Other corporate expenses consist primarily of
impairment charges, incentive charges related to equity investments, severance,
facilities action, and other costs. Severance costs are primarily related to
severance and benefits for employees terminated pursuant to cost savings
initiatives. We continue to optimize our facilities footprint and may incur
additional costs as we seek opportunities for operational efficiencies. Other
corporate expenses vary from period to period and are significantly impacted by
the timing and nature of these events. Therefore, although we may incur these
types of expenses in the future, we believe that eliminating these charges for
purposes of calculating the non-GAAP financial measures presented below
facilitates an enhanced understanding of our current operating performance and
provides more meaningful period to period comparisons.

•Fair Value Adjustments on Equity Investments - Fair value adjustments on equity
investments primarily consist of the gain (loss) on our strategic investment
portfolio, which includes the recurring fair value adjustments of investments in
publicly-traded companies, as well as those in privately-held companies, which
are adjusted for observable price changes and, to a lesser extent, any potential
impairments. Given the volatility in the ongoing adjustments to the valuation of
these strategic investments, we believe that excluding these gains and losses
for purposes of calculating non-GAAP net income presented below facilitates an
enhanced understanding of our current operating performance and provides more
meaningful period to period comparisons.

•Aggregate Adjustment for Income Taxes - The aggregate adjustment for income
taxes is the estimated combined income tax effect for the adjustments described
above, as well as an adjustment for discrete tax items. Due to the variability
in recognition of discrete tax items from period to period, we believe that
excluding these benefits or charges for purposes of calculating non-GAAP net
income facilitates an enhanced understanding of our current operating
performance and provides more meaningful period to period comparisons. The tax
effects for the adjustments described above are determined based on the tax
jurisdictions in which the items were incurred. See Note 10 of the Notes to the
Condensed Consolidated Financial Statements included in this report for
additional information about our income taxes.


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The table below presents a reconciliation of each non-GAAP financial measure to
the most directly comparable GAAP measure for the periods indicated:
                                                        Three Months Ended                                          Nine Months Ended
                                       October 29,                              October 30,        October 29,                             October 30,
                                           2021               % Change              2020               2021              % Change              2020
                                                                              (in millions, except percentages)
Product net revenue                   $    21,540                   24  %       $  17,352          $  58,968                   18  %       $  50,127
Non-GAAP adjustments:
Impact of purchase accounting                   -                                       2                  -                                       8
Non-GAAP product net revenue          $    21,540                   24  %       $  17,354          $  58,968                   18  %       $  50,135

Services net revenue                  $     6,854                   12  %       $   6,130          $  20,035                   11  %       $  17,985
Non-GAAP adjustments:
Impact of purchase accounting                  11                                      37                 34                                     121
Non-GAAP services net revenue         $     6,865                   11  %       $   6,167          $  20,069                   11  %       $  18,106

Net revenue                           $    28,394                   21  %       $  23,482          $  79,003                   16  %       $  68,112
Non-GAAP adjustments:
Impact of purchase accounting                  11                                      39                 34                                     129
Non-GAAP net revenue                  $    28,405                   21  %       $  23,521          $  79,037                   16  %       $  68,241

Product gross margin                  $     3,988                   12  %       $   3,563          $  11,831                   16  %       $  10,204
Non-GAAP adjustments:
Amortization of intangibles                   277                                     376                828                                   1,122
Impact of purchase accounting                   1                                       3                  3                                      13

Stock-based compensation expense               14                                       7                 35                                      17
Other corporate expenses                        1                                      12                  5                                      15
Non-GAAP product gross margin         $     4,281                    8  %       $   3,961          $  12,702                   12  %       $  11,371

Services gross margin                 $     4,071                   10  %       $   3,698          $  11,871                    7  %       $  11,066
Non-GAAP adjustments:
Amortization of intangibles                    (2)                                     (1)                (2)                                      -
Impact of purchase accounting                  11                                      37                 34                                     121

Stock-based compensation expense               48                                      44                148                                     124
Other corporate expenses                        1                                      32                 17                                      40
Non-GAAP services gross margin        $     4,129                    8  %       $   3,810          $  12,068                    6  %       $  11,351




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                                                               Three Months Ended                                          Nine Months Ended
                                               October 29,                             October 30,        October 29,                             October 30,
                                                  2021               % Change              2020               2021              % Change              2020
                                                                                     (in millions, except percentages)
Gross margin                                  $    8,059                   11  %       $   7,261          $  23,702                   11  %       $  21,270
Non-GAAP adjustments:
Amortization of intangibles                          275                                     375                826                                   1,122
Impact of purchase accounting                         12                                      40                 37                                     

134

Stock-based compensation expense                      62                                      51                183                                     141
Other corporate expenses                               2                                      44                 22                                      55
Non-GAAP gross margin                         $    8,410                    8  %       $   7,771          $  24,770                    9  %       $  22,722

Operating expenses                            $    6,710                    9  %       $   6,132          $  19,606                    7  %       $  18,303
Non-GAAP adjustments:
Amortization of intangibles                         (419)                                   (470)            (1,288)                                 (1,425)
Impact of purchase accounting                         (5)                                     (9)               (25)                                    

(31)

Transaction-related expenses                        (311)                                    (52)              (422)                                   

(211)

Stock-based compensation expense                    (410)                                   (385)            (1,223)                                 (1,078)
Other corporate expenses                             (23)                                   (170)              (271)                                   (340)
Non-GAAP operating expenses                   $    5,542                   10  %       $   5,046          $  16,377                    8  %       $  15,218

Operating income                              $    1,349                   19  %       $   1,129          $   4,096                   38  %       $   2,967
Non-GAAP adjustments:
Amortization of intangibles                          694                                     845              2,114                                   2,547
Impact of purchase accounting                         17                                      49                 62                                     165
Transaction-related expenses                         311                                      52                422                                     211
Stock-based compensation expense                     472                                     436              1,406                                   1,219
Other corporate expenses                              25                                     214                293                                     395
Non-GAAP operating income                     $    2,868                    5  %       $   2,725          $   8,393                   12  %       $   7,504

Net income                                    $    3,888                  341  %       $     881          $   5,706                  164  %       $   2,162
Non-GAAP adjustments:
Amortization of intangibles                          694                                     845              2,114                                   2,547
Impact of purchase accounting                         17                                      49                 62                                     

165

Transaction-related (income) and expenses         (3,607)                                   (286)            (3,508)                                   

(247)

Stock-based compensation expense                     472                                     436              1,406                                   1,219
Other corporate expenses                              25                                     106                293                                     287
Fair value adjustments on equity investments         (27)                                   (489)              (352)                                   

(591)

Aggregate adjustment for income taxes                553                                     169                 24                                  (1,067)
Non-GAAP net income                           $    2,015                   18  %       $   1,711          $   5,745                   28  %       $   4,475




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In addition to the above measures, we also use EBITDA and adjusted EBITDA to
provide additional information for evaluation of our operating performance.
Adjusted EBITDA excludes purchase accounting adjustments, stock-based
compensation expense, transaction-related expenses, and other corporate
expenses. Due to the nature of these transactions, we believe that it is
appropriate to exclude these items.

As is the case with the non-GAAP measures presented above, users should consider
the limitations of using EBITDA and adjusted EBITDA, including the fact that
those measures do not provide a complete measure of our operating performance.
EBITDA and adjusted EBITDA do not purport to be alternatives to net income
(loss) as measures of operating performance or to cash flows from operating
activities as a measure of liquidity. In particular, EBITDA and adjusted EBITDA
are not intended to be a measure of free cash flow available for management's
discretionary use, as these measures do not consider certain cash requirements,
such as working capital needs, capital expenditures, contractual commitments,
interest payments, tax payments, and other debt service requirements.

The table below presents a reconciliation of EBITDA and EBITDA adjusted to net income for the periods indicated:

                                                               Three Months Ended                                             Nine Months Ended
                                              October 29,                               October 30,         October 29,                               October 30,
                                                  2021               % Change              2020                 2021               % Change              2020
                                                                                       (in millions, except percentages)
Net income                                   $     3,888                  341  %       $      881          $     5,706                  164  %       $    2,162
Adjustments:
Interest and other, net (a)                       (3,436)                                    (273)              (2,689)                                     929
Income tax expense (benefit) (b)                     897                                      521                1,079                                     (124)
Depreciation and amortization                      1,242                                    1,361                3,721                                    4,017
EBITDA                                       $     2,591                    4  %       $    2,490          $     7,817                   12  %       $    6,984

EBITDA                                       $     2,591                    4  %       $    2,490          $     7,817                   12  %       $    6,984
Adjustments:
Stock-based compensation expense                     472                                      436                1,406                                  

1 219

Impact of purchase accounting (c)                     11                                       39                   38                                  

129

Transaction-related expenses (d)                     311                                       52                  422                                  

211

Other corporate expenses (e)                          25                                      214                  293                                      395
Adjusted EBITDA                              $     3,410                    6  %       $    3,231          $     9,976                   12  %       $    8,938


____________________
(a)See "Results of Operations - Interest and Other, Net" for more information on
the components of interest and other, net.
(b)See Note 10 of the Notes to the Condensed Consolidated Financial Statements
included in this report for additional information on discrete tax items
recorded during the third quarter and first nine months of Fiscal 2022 and
Fiscal 2021.
(c)This amount includes the non-cash purchase accounting adjustments related to
the EMC merger transaction and the going-private transaction, excluding
depreciation.
(d)Transaction-related expenses consist of acquisition, integration, and
divestiture-related costs.
(e)Other corporate expenses include impairment charges, incentive charges
related to equity investments, severance, facilities action, and other costs.


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RESULTS OF OPERATIONS

Consolidated Results

The following table summarizes our consolidated results for each of the periods
presented. Unless otherwise indicated, all changes identified for the current
period results represent comparisons to results for the prior corresponding
fiscal period.
                                                                    Three Months Ended                                                                                       Nine Months Ended
                                       October 29, 2021                                             October 30, 2020                           October 29, 2021                                             October 30, 2020
                                                      % of                   %                                     % of                                       % of                   %                                     % of
                               Dollars             Net Revenue            Change            Dollars             Net Revenue            Dollars             Net Revenue            Change            Dollars             Net Revenue
                                                                                                                 (in millions, except percentages)
Net revenue:
Products                     $  21,540                    75.9  %             24  %       $  17,352                    73.9  %       $  58,968                    74.6  %             18  %       $  50,127                    73.6  %
Services                         6,854                    24.1  %             12  %           6,130                    26.1  %          20,035                    25.4  %             11  %          17,985                    26.4  %
Total net revenue            $  28,394                   100.0  %             21  %       $  23,482                   100.0  %       $  79,003                   100.0  %             16  %       $  68,112                   100.0  %
Gross margin:
Products (a)                 $   3,988                    18.5  %             12  %       $   3,563                    20.5  %       $  11,831                    20.1  %             16  %       $  10,204                    20.4  %
Services (b)                     4,071                    59.4  %             10  %           3,698                    60.3  %          11,871                    59.3  %              7  %          11,066                    61.5  %
Total gross margin           $   8,059                    28.4  %             11  %       $   7,261                    30.9  %       $  23,702                    30.0  %             11  %       $  21,270                    31.2  %
Operating expenses           $   6,710                    23.6  %              9  %       $   6,132                    26.1  %       $  19,606                    24.8  %              7  %       $  18,303                    26.9  %
Operating income             $   1,349                     4.8  %             19  %       $   1,129                     4.8  %       $   4,096                     5.2  %             38  %       $   2,967                     4.4  %
Net income                   $   3,888                    13.7  %            341  %       $     881                     3.8  %       $   5,706                     7.2  %            164  %       $   2,162                     3.2  %
Net income attributable to
Dell Technologies Inc.       $   3,843                    13.5  %            362  %       $     832                     3.5  %       $   5,561                     7.0  %            175  %       $   2,023                     3.0  %

Non-GAAP financial information

Non-GAAP net revenue:
Products                     $  21,540                    75.8  %             24  %       $  17,354                    73.8  %       $  58,968                    74.6  %             18  %       $  50,135                    73.5  %
Services                         6,865                    24.2  %             11  %           6,167                    26.2  %          20,069                    25.4  %             11  %          18,106                    26.5  %
Total non-GAAP net revenue   $  28,405                   100.0  %             21  %       $  23,521                   100.0  %       $  79,037                   100.0  %             16  %       $  68,241                   100.0  %
Non-GAAP gross margin:
Products (a)                 $   4,281                    19.9  %              8  %       $   3,961                    22.8  %       $  12,702                    21.5  %             12  %       $  11,371                    22.7  %
Services (b)                     4,129                    60.1  %              8  %           3,810                    61.8  %          12,068                    60.1  %              6  %          11,351                    62.7  %
Total non-GAAP gross margin  $   8,410                    29.6  %              8  %       $   7,771                    33.0  %       $  24,770                    31.3  %              9  %       $  22,722                    33.3  %
Non-GAAP operating expenses  $   5,542                    19.5  %             10  %       $   5,046                    21.5  %       $  16,377                    20.7  %              8  %       $  15,218                    22.3  %
Non-GAAP operating income    $   2,868                    10.1  %              5  %       $   2,725                    11.6  %       $   8,393                    10.6  %             12  %       $   7,504                    11.0  %
Non-GAAP net income          $   2,015                     7.1  %             18  %       $   1,711                     7.3  %       $   5,745                     7.3  %             28  %       $   4,475                     6.6  %
EBITDA                       $   2,591                     9.1  %              4  %       $   2,490                    10.6  %       $   7,817                     9.9  %             12  %       $   6,984                    10.2  %
Adjusted EBITDA              $   3,410                    12.0  %              6  %       $   3,231                    13.7  %       $   9,976                    12.6  %             12  %       $   8,938                    13.1  %


____________________
(a)  Product gross margin percentages represent product gross margin as a
percentage of product net revenue, and non-GAAP product gross margin percentages
represent non-GAAP product gross margin as a percentage of non-GAAP product net
revenue.
(b)  Services gross margin percentages represent services gross margin as a
percentage of services net revenue, and non-GAAP services gross margin
percentages represent non-GAAP services gross margin as a percentage of non-GAAP
services net revenue.


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Non-GAAP product net revenue, non-GAAP services net revenue, non-GAAP net
revenue, non-GAAP product gross margin, non-GAAP services gross margin, non-GAAP
gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP
net income, EBITDA, and adjusted EBITDA are not measurements of financial
performance prepared in accordance with GAAP. Non-GAAP financial measures as a
percentage of net revenue are calculated based on non-GAAP net revenue. See
"Non-GAAP Financial Measures" for additional information about these non-GAAP
financial measures, including our reasons for including these measures, material
limitations with respect to the usefulness of the measures, and a reconciliation
of each non-GAAP financial measure to the most directly comparable GAAP
financial measure.

Overview

During the third quarter and first nine months of Fiscal 2022, both net revenue
and non-GAAP net revenue increased 21% and 16%, respectively. These increases
were due primarily to growth in net revenue for CSG and, to a lesser extent,
increases in net revenue for ISG and VMware. CSG net revenue benefited primarily
from increased sales of commercial and consumer offerings, driven by strong
demand as a result of the global economic recovery coupled with customers
seeking improved connectivity and productivity. ISG net revenue continued to
benefit from overall improvements in the macroeconomic environment and a shift
towards investment in IT infrastructure. VMware net revenue increased primarily
due to continued growth in sales of subscriptions and software-as-a-service
("SaaS") offerings.

During the third quarter and first nine months of Fiscal 2022, our operating
income increased 19% and 38%, respectively, and our non-GAAP operating income
increased 5% and 12%, respectively. The increases were primarily due to
increases in operating income for CSG, driven primarily by our commercial
offerings and, to a lesser extent, our consumer offerings. Operating income also
benefited from decreases in amortization of intangible assets during both Fiscal
2022 periods presented.

Our operating income as a percentage of net revenue remained flat at 4.8% and
increased 80 basis points to 5.2% for the third quarter and first nine months of
Fiscal 2022, respectively. The increase in our operating income as a percentage
of net revenue for the first nine months of Fiscal 2022 was driven primarily by
a decrease in amortization of intangible assets. Our non-GAAP operating income
as a percentage of net revenue decreased 150 basis points to 10.1% and 40 basis
points to 10.6% during the third quarter and first nine months of Fiscal 2022,
respectively. The decreases in our non-GAAP operating income as a percentage of
net revenue were driven primarily by declines in gross margin as a percentage of
net revenue, principally due to supply chain challenges and the inflationary
cost environment coupled with a shift in mix towards CSG offerings.

Cash provided by operating activities was $7.2 billion and $5.5 billion for the
first nine months of Fiscal 2022 and Fiscal 2021, respectively. The increase in
operating cash flows during the first nine months of Fiscal 2022 was driven by
strong growth coupled with favorable working capital dynamics, compared to
unfavorable working capital impacts during the first nine months of Fiscal 2021.
See "Market Conditions, Liquidity, and Capital Commitments" for further
information on our cash flow metrics.

We continue to see opportunities to create value and grow in response to
resilient demand for our IT solutions driven by a technology-enabled world. We
have demonstrated our ability to adjust as needed to changing market conditions
with complementary solutions across all segments of our business, an agile
workforce, and the strength of our global supply chain. As we continue to
innovate and modernize our core offerings, we believe that Dell Technologies is
well-positioned for long-term profitable growth.


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Net Revenue

During the third quarter and first nine months of Fiscal 2022, both net revenue
and non-GAAP net revenue increased 21% and 16%, respectively, driven primarily
by increases in net revenue for CSG and, to a lesser extent, increases in net
revenue for ISG and VMware. See "Business Unit Results" for further information.

•Product Net Revenue - Product net revenue includes revenue from the sale of
hardware products and software licenses. During the third quarter and first nine
months of Fiscal 2022, both product net revenue and non-GAAP product net revenue
increased 24% and 18%, respectively, driven primarily by growth in CSG product
net revenue and, to a lesser extent, ISG product net revenue. CSG product net
revenue increased during the third quarter and first nine months of Fiscal 2022
primarily due to increases in units sold of both commercial and consumer product
offerings as a result of continued strength in the demand environment and, to a
lesser extent, an increase in average selling price of our commercial offerings.
During the third quarter and first nine months of Fiscal 2022, ISG product net
revenue increased due to increased sales volumes of our server offerings.
Additionally, we experienced an increase in average selling price of our server
offerings during the third quarter only.

•Services Net Revenue - Services net revenue includes revenue from our services
offerings and support services related to hardware products and software
licenses. During the third quarter and first nine months of Fiscal 2022,
services net revenue increased 12% and 11%, respectively. Non-GAAP services net
revenue increased 11% during both Fiscal 2022 periods presented. These increases
were driven primarily by growth in CSG services net revenue and, to a lesser
extent, growth in both VMware and ISG services net revenue. CSG services net
revenue increases were primarily attributable to growth within CSG hardware and
software support and maintenance, while ISG services net revenue increased
primarily as a result of growth within hardware support services. VMware
services net revenue increases were primarily driven by growth within VMware
subscriptions and SaaS offerings. A substantial portion of services net revenue
is derived from offerings that have been deferred over a period of time, and, as
a result, reported services net revenue growth rates will be different than
reported product net revenue growth rates.

From a geographical perspective, net revenue generated by sales to customers in
all regions increased during the third quarter and first nine months of Fiscal
2022, driven by strong CSG performance.

Gross margin

During the third quarter and first nine months of Fiscal 2022, our gross margin
increased 11% to $8.1 billion and 11% to $23.7 billion, respectively. Our
non-GAAP gross margin increased 8% to $8.4 billion and 9% to $24.8 billion
during the third quarter and first nine months of Fiscal 2022, respectively.
Both gross margin and non-GAAP gross margin benefited from an increase in gross
margin for CSG and, to a lesser extent, increases for both VMware and ISG. Gross
margin and non-GAAP gross margin increases during the first nine months of
Fiscal 2022 were partially offset by a decrease in gross margin for other
businesses as a result of the impact of the divestiture of RSA Security during
the third quarter of Fiscal 2021.

During the third quarter and first nine months of Fiscal 2022, our gross margin
percentage decreased 250 basis points to 28.4% and 120 basis points to 30.0%,
respectively. The decrease in gross margin percentage during the third quarter
of Fiscal 2022 was primarily due to unfavorable impacts in gross margin
percentage across CSG, VMware, and ISG, driven in part by supply chain
challenges and the inflationary cost environment, coupled with a shift in mix
towards CSG. These decreases were partially offset by a decrease in amortization
of intangible assets. For the first nine months of Fiscal 2022, the decrease in
gross margin percentage was driven by the same unfavorable impacts within VMware
and ISG as well as a shift in mix towards CSG, partially offset by an increase
in gross margin percentage for CSG and a decrease in amortization of intangible
assets. Non-GAAP gross margin percentage decreased 340 basis points to 29.6% and
200 basis points to 31.3% during the third quarter and first nine months of
Fiscal 2022, respectively, driven by the same ISG, CSG, and VMware dynamics
discussed above.

•Products - During the third quarter and first nine months of Fiscal 2022,
product gross margin increased 12% to $4.0 billion and 16% to $11.8 billion,
respectively. The increases in product gross margin were primarily driven by
growth in CSG product gross margin coupled with a decrease in amortization of
intangible assets. During the same Fiscal 2022 periods, non-GAAP product gross
margin increased 8% to $4.3 billion and 12% to $12.7 billion, respectively. The
increases in non-GAAP product gross margin were primarily driven by an increase
in CSG product gross margin.


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During the third quarter and first nine months of Fiscal 2022, product gross
margin percentage decreased 200 basis points to 18.5% and 30 basis points to
20.1%, respectively. For the third quarter of Fiscal 2022, the decrease in
product gross margin percentage was driven primarily by a decrease in CSG
product gross margin percentage coupled with a shift in mix towards CSG, the
effects of which were partially offset by a decrease in amortization of
intangible assets. The decrease in product gross margin percentage during the
first nine months of Fiscal 2022 was driven primarily by a shift in product mix
towards CSG. During the same Fiscal 2022 periods, non-GAAP product gross margin
percentage decreased 290 basis points to 19.9% and 120 basis points to 21.5%,
respectively. The decreases in non-GAAP product gross margin percentage for the
third quarter and first nine months of Fiscal 2022 were driven by the same CSG
dynamics discussed above.

•Services - During the third quarter and first nine months of Fiscal 2022,
services gross margin increased 10% to $4.1 billion and 7% to $11.9 billion,
respectively. The increases in services gross margin were primarily driven by
VMware and CSG and, to a lesser extent, ISG. VMware services gross margin
increased as a result of growth within subscription and SaaS offerings while CSG
services gross margin increased due to growth in hardware support and
maintenance. During the same Fiscal 2022 periods, non-GAAP services gross margin
increased 8% to $4.1 billion and 6% to $12.1 billion, respectively. The changes
were driven by the same dynamics discussed above.

During the third quarter and first nine months of Fiscal 2022, services gross
margin percentage decreased 90 basis points to 59.4% and 220 basis points to
59.3%, respectively. During the same Fiscal 2022 periods, non-GAAP services
gross margin percentage decreased 170 basis points to 60.1% and 260 basis points
to 60.1%, respectively. For the third quarter of Fiscal 2022, the decreases were
as a result of declines in services gross margin percentage for VMware and ISG
coupled with a shift in mix towards CSG, partially offset by an increase in
services gross margin percentage for CSG. The declines for the first nine months
of Fiscal 2022 were driven by a shift in mix towards CSG coupled with decreases
in services gross margin percentage for CSG, VMware, and ISG.

Supplier programs and regulations

Our gross margin is affected by our ability to achieve competitive pricing with
our vendors and contract manufacturers, including through our negotiation of a
variety of vendor rebate programs to achieve lower net costs for the various
components we include in our products. Under these programs, vendors provide us
with rebates or other discounts from the list prices for the components, which
are generally elements of their pricing strategy. We account for vendor rebates
and other discounts as a reduction in cost of net revenue. We manage our costs
on a total net cost basis, which includes supplier list prices reduced by vendor
rebates and other discounts.

The terms and conditions of our vendor rebate programs are largely based on
product volumes and are generally negotiated either at the beginning of the
annual or quarterly period, depending on the program. The timing and amount of
vendor rebates and other discounts we receive under the programs may vary from
period to period, reflecting changes in the competitive environment. We monitor
our component costs and seek to address the effects of any changes to terms that
might arise under our vendor rebate programs. Our gross margins for the third
quarter and first nine months of Fiscal 2022 and Fiscal 2021 were not materially
affected by any changes to the terms of our vendor rebate programs, as the
amounts we received under these programs were generally stable relative to our
total net cost. We are not aware of any significant changes to vendor pricing or
rebate programs that may impact our results in the near term.




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Operating Expenses

The following table presents information regarding our operating expenses for
the periods indicated:
                                                                     Three Months Ended                                                                                            Nine Months Ended
                                       October 29, 2021                                                  October 30, 2020                            October 29, 2021                                              October 30, 2020
                                                         % of                    %                                      % of                                        % of                   %                                      % of
                              Dollars                 Net Revenue              Change            Dollars             Net Revenue             Dollars   
         Net Revenue             Change            Dollars             Net Revenue
                                                                                                                  (in millions, except percentages)
Operating expenses:
Selling, general, and
administrative           $         5,293                      18.6  %              11  %       $  4,772                      20.3  %       $  15,398                    19.5  %               7  %       $  14,419                    21.1  %
Research and development           1,417                       5.0  %               4  %          1,360                       5.8  %           4,208                     5.3  %               8  %           3,884                     5.7  %
Total operating expenses $         6,710                      23.6  %               9  %       $  6,132                      26.1  %       $  19,606                    24.8  %               7  %       $  18,303                    26.8  %

                                                                     Three Months Ended                                                                                            Nine Months Ended
                                       October 29, 2021                                                  October 30, 2020                            October 29, 2021                                              October 30, 2020
                                                     % of Non-GAAP               %                                  % of Non-GAAP                                   % of                   %                                      % of
                              Dollars                 Net Revenue              Change            Dollars             Net Revenue             Dollars   
         Net Revenue             Change            Dollars             Net Revenue
                                                                                                                  (in millions, except percentages)
Non-GAAP operating
expenses                 $         5,542                      19.5  %      
       10  %       $  5,046                      21.4  %       $  16,377                    20.7  %               8  %       $  15,218                    22.3  %



During the third quarter and first nine months of Fiscal 2022, operating
expenses increased 9% and 7%, respectively. Non-GAAP operating expenses
increased 10% and 8% for the third quarter and first nine months of Fiscal 2022,
respectively. These increases were primarily driven by employee-related expenses
as a result of performance-based compensation associated with strong operating
results, coupled with the reintroduction of expenses that were temporarily
reduced during Fiscal 2021 in response to the COVID-19 pandemic.

•Selling, General, and Administrative - Selling, general, and administrative
("SG&A") expenses increased 11% and 7%, respectively, during the third quarter
and first nine months of Fiscal 2022. The increases were primarily due to an
increase in employee-related compensation and benefits expense as well as an
increase in outside services expense incurred in connection with our
transformational initiatives, primarily the VMware Spin-off.

•Research and Development - Research and development ("R&D") expenses are
primarily composed of personnel-related expenses incurred to develop the
software that powers our solutions. R&D expenses grew 4% and 8% during the third
quarter and first nine months of Fiscal 2022, respectively. As a percentage of
net revenue, R&D expenses were approximately 5.0% and 5.8% for the third quarter
of Fiscal 2022 and Fiscal 2021, respectively, and 5.3% and 5.7% for the first
nine months of Fiscal 2022 and Fiscal 2021, respectively. The decreases in R&D
expenses as a percentage of net revenue were attributable to revenue growth that
outpaced the scale of R&D investments. We intend to continue to support R&D
initiatives to innovate and introduce new and enhanced solutions into the
market.

We continue to make targeted investments designed to enable growth, marketing,
and R&D, while balancing these investments with our efforts to drive cost
efficiencies in the business. We also expect to continue to make investments in
support of our own digital transformation to modernize and streamline our IT
operations.


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Operating Income

During the third quarter and first nine months of Fiscal 2022, our operating
income increased 19% and 38% to $1.3 billion and $4.1 billion, respectively, and
our non-GAAP operating income increased 5% and 12% to $2.9 billion and $8.4
billion, respectively. The increases were primarily due to growth in operating
income for CSG, driven primarily by our commercial offerings and, to a lesser
extent, our consumer offerings. Operating income during the third quarter and
first nine months of Fiscal 2022 also benefited from a decrease in amortization
of intangible assets.

Our operating income as a percentage of net revenue remained flat at 4.8% and
increased 80 basis points to 5.2% for the third quarter and first nine months of
Fiscal 2022. The increase in our operating income as a percentage of net revenue
for the first nine months of Fiscal 2022 was driven primarily by a decrease in
amortization of intangible assets. Our non-GAAP operating income as a percentage
of net revenue decreased 150 basis points to 10.1% and 40 basis points to 10.6%
during the third quarter and first nine months of Fiscal 2022, respectively. The
decreases in our non-GAAP operating income as a percentage of net revenue were
driven primarily by declines in gross margin as a percentage of net revenue,
principally due to supply chain challenges and the inflationary cost environment
coupled with a shift in mix towards CSG offerings.

Interest and other, net

The following table presents information regarding interest and other, net for
the periods indicated:
                                                       Three Months Ended                                    Nine Months Ended
                                           October 29, 2021           October 30, 2020          October 29, 2021           October 30, 2020
                                                                                    (in millions)
Interest and other, net:
Investment income, primarily interest    $         11               $              11          $          32             $              47
Gain on investments, net                           27                             489                    352                           591
Interest expense                                 (482)                           (566)                (1,475)                       (1,855)
Foreign exchange                                  (33)                            (31)                  (146)                         (130)
Gain on disposition of businesses and
assets                                          3,968                             338                  3,968                           458
Other                                             (55)                             32                    (42)                          (40)
Total interest and other, net            $      3,436               $             273          $       2,689             $            (929)



During the third quarter and first nine months of Fiscal 2022, the change in
interest and other, net was favorable by $3.2 billion and $3.6 billion,
respectively. The favorability in both periods was primarily driven by the
pre-tax gain of $4.0 billion on the sale of Boomi and, to a lesser extent, a
decrease in interest expense due to debt paydowns. The favorability was
partially offset by a decrease in net gains on our strategic investments
portfolio. For further details on the Boomi divestiture, see Note 1 of the Notes
to the Condensed Consolidated Financial Statements included in this report.


















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Income and Other Taxes

The following table presents information regarding our income taxes and other for the periods indicated:

                                         Three Months Ended                                 Nine Months Ended
                             October 29, 2021          October 30, 2020         October 29, 2021          October 30, 2020
                                 (in millions, except percentages)                  (in millions, except percentages)
Income before income taxes  $          4,785          $        1,402           $          6,785          $        2,038
Income tax expense
(benefit)                   $            897          $          521           $          1,079          $         (124)
Effective income tax rate               18.7  %                 37.2   %                   15.9  %                 -6.1   %



For the third quarter of Fiscal 2022 and Fiscal 2021, our effective income tax
rate was 18.7% and 37.2%, respectively. For the first nine months of Fiscal 2022
and Fiscal 2021, our effective income tax rate was 15.9% and -6.1%,
respectively. For the third quarter and first nine months of Fiscal 2022, our
effective income tax rate includes tax expense of $1.0 billion related to the
divestiture of Boomi during the third quarter of Fiscal 2022. In comparison, for
the first nine months of Fiscal 2021, our effective income tax rate included
discrete tax benefits of $746 million related to an audit settlement that was
recorded in the second quarter of Fiscal 2021 and tax expense of $359 million
related to the divestiture of RSA Security during the third quarter of Fiscal
2021. Our effective income tax rates are also impacted by a change in our
jurisdictional mix of income and lower overall taxes on foreign operations.

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 rate 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 the discrete tax items discussed
above. 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 that is subject to these tax holidays and lower tax rates 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.  Our other tax holidays will expire in whole or in part during Fiscal 2022
through Fiscal 2030. 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. As of October 29, 2021, we were not aware of any matters
of non-compliance related to these tax holidays.

For more information on tax matters, including the status of income tax audits, see note 10 of the notes to the condensed consolidated financial statements included in this report.

Net revenue

During the third quarter and first nine months of Fiscal 2022, net income
increased 341% to $3.9 billion and 164% to $5.7 billion, respectively. The
increases for the third quarter and first nine months of Fiscal 2022 were
primarily attributable to a favorable change in interest and other, net, as
result of the gain on sale of Boomi and, to a lesser extent, an increase in
operating income. Non-GAAP net income increased 18% to $2.0 billion and 28% to
$5.7 billion during the third quarter and first nine months of Fiscal 2022,
respectively. The increases in non-GAAP net income during both the third quarter
and first nine months of Fiscal 2022 were primarily attributable to an increase
in non-GAAP operating income and a reduction in interest expense during the
first nine months of Fiscal 2022, partially offset by an increase in tax
expense.


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Non-controlling Interests

Net income attributable to non-controlling interests consists of net income or
loss attributable to our non-controlling interests in VMware, Inc. and
Secureworks. During the third quarter of Fiscal 2022 and Fiscal 2021, net income
attributable to non-controlling interests was $45 million and $49 million,
respectively. The decrease in net income attributable to non-controlling
interests during the third quarter of Fiscal 2022 was primarily due to a
decrease in net income attributable to our non-controlling interest in VMware,
Inc.

During the first nine months of Fiscal 2022 and Fiscal 2021, net income
attributable to non-controlling interests was $145 million and $139 million,
respectively. The increase in net income attributable to non-controlling
interests during the first nine months of Fiscal 2022 was primarily due to an
increase in net income attributable to our non-controlling interest in VMware,
Inc. For more information about our non-controlling interests, see Note 12 of
the Notes to the Condensed Consolidated Financial Statements included in this
report.

Net income attributable to Dell Technologies Inc.

Net income attributable to Dell Technologies Inc. represents net income and an
adjustment for non-controlling interests. During the third quarter of Fiscal
2022 and Fiscal 2021, net income attributable to Dell Technologies Inc. was $3.8
billion and $0.8 billion, respectively. During the first nine months of Fiscal
2022 and Fiscal 2021, net income attributable to Dell Technologies Inc. was $5.6
billion and $2.0 billion, respectively. The increase in net income attributable
to Dell Technologies Inc. during the third quarter and first nine months of
Fiscal 2022 was primarily attributable to increases in net income for both
periods.


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Business Unit Results

Our reportable segments are based on the following business units: ISG, CSG, and
VMware. A description of our three business units is provided under
"Introduction." See Note 16 of the Notes to the Condensed Consolidated Financial
Statements included in this report for a reconciliation of net revenue and
operating income by reportable segment to consolidated net revenue and
consolidated operating income, respectively.

Infrastructure Solutions Group

The following table presents the net sales and operating profit attributable to ISG for the periods indicated:

                                                        Three Months Ended                                                         Nine Months Ended
                                 October 29, 2021             % Change            October 30, 2020          October 29, 2021            % Change           October 30, 2020
                                                                                      (in millions, except percentages)
Net revenue:
Servers and networking          $         4,533                       9  %       $            4,164       $             13,104                 8  %       $            12,118
Storage                                   3,895                       1  %                    3,860                     11,667                 -  %                    11,682
Total ISG net revenue           $         8,428                       5  %       $            8,024       $             24,771                 4  %       $            23,800

Operating income:
ISG operating income            $           892                       1  %       $              882       $              2,650                 2  %       $             2,587
% of segment net revenue                   10.6   %                                         11.0  %                    10.7  %                                        10.9  %



Net Revenue - During the third quarter and first nine months of Fiscal 2022, ISG
net revenue increased 5% and 4%, respectively. These increases were primarily
driven by sales of servers and networking attributable to improvements in the
macroeconomic environment and a shift towards investment in IT infrastructure.
In comparison, net revenue during the third quarter and first nine months of
Fiscal 2021 was affected by a weaker demand environment as a result of COVID-19,
when customers shifted their investments toward remote work and business
continuity solutions.

Net revenue from sales of servers and networking increased 9% and 8% during the
third quarter and first nine months of Fiscal 2022, respectively, as a result of
an increase in units sold due to continued demand for our PowerEdge servers.
During the third quarter of Fiscal 2022, the increase in net revenue was further
driven by an increase in average selling price for our PowerEdge servers as we
managed pricing in response to the cost environment.

Storage revenue increased 1% and remained flat during the third quarter and
first nine months of Fiscal 2022, respectively. We benefited from growth within
hyper-converged infrastructure which was offset by a decline in other storage
offerings. To a lesser extent, during the third quarter of Fiscal 2022, we also
benefited from growth within our data protection offerings. Overall, we have
experienced growth in demand for the majority of our storage offerings, most
notably within midrange storage, that we expect will benefit net revenue in
future periods.

ISG customers are seeking new and innovative models that address how they
consume our solutions. We offer options including as-a-service, utility, leases,
and immediate pay models, all designed to match customers' consumption and
financing preferences. Our multiyear agreements typically result in recurring
revenue streams over the term of the arrangement. We expect that our flexible
consumption models and as-a-service offerings through APEX will further
strengthen our customer relationships and provide a foundation for growth in
recurring revenue.

From a geographic perspective, net sales attributable to ISG increased in all regions during the third quarter and the first nine months of fiscal 2022.

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Operating Income - During the third quarter and first nine months of Fiscal
2022, ISG operating income as a percentage of net revenue decreased 40 basis
points to 10.6% and 20 basis points to 10.7%, respectively. The declines in
operating income as a percentage of net revenue during both Fiscal 2022 periods
were driven by declines in ISG gross margin percentage. ISG gross margin
percentage decreased as a result of a shift in mix within ISG towards servers
and networking coupled with a decline in gross margin percentage for storage, in
part due to a shift in mix of storage offerings sold. The decrease in gross
margin percentage was partially offset by a decrease in operating expense as a
percentage of net revenue.


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Client Solutions Group

The following table presents the net sales and operating income attributable to CSG for the periods indicated:

                                                     Three Months Ended                                                Nine Months Ended
                                 October 29,                                                         October 29,                               October 30,
                                    2021                 % Change            October 30, 2020            2021               % Change               2020
                                                                            (in millions, except percentages)
Net revenue:
Commercial                     $        12,292                  40  %       $            8,783       $  32,668                     28  %       $  25,456
Consumer                                 4,254                  21  %                    3,503          11,446                     25  %           9,137
Total CSG net revenue          $        16,546                  35  %       $           12,286       $  44,114                     28  %       $  34,593

Operating income:
CSG operating income           $         1,147                  14  %       $            1,002       $   3,232                     40  %       $   2,309
% of segment net revenue                6.9  %                                          8.2  %             7.3  %                                    6.7  %



Net Revenue - During the third quarter and first nine months of Fiscal 2022, CSG
net revenue increased 35% and 28%, respectively, driven primarily by increases
in units sold across the majority of product offerings as a result of continued
strong demand. Increases in average selling price, principally within our
commercial offerings, also contributed to revenue growth.

Commercial revenue increased 40% and 28% during the third quarter and first nine
months of Fiscal 2022, respectively, primarily due to an increase in sales of
commercial desktops and notebooks driven by continued strong demand as customers
invest in in-office, remote, and hybrid workforce environments. Increases in
average selling price also contributed to revenue growth, most notably in the
third quarter of Fiscal 2022, as we continue to navigate through supply chain
shortages and managed pricing in response to the current inflationary cost
environment.

Consumer revenue increased 21% and 25% during the third quarter and first nine
months of Fiscal 2022, respectively, primarily due to an increase in units sold
as a result of strong demand across the majority of consumer product offerings.

From a geographic perspective, net sales attributable to CSG increased in all regions during the third quarter and the first nine months of fiscal 2022.

Operating Income - During the third quarter of Fiscal 2022, CSG operating income
as a percentage of net revenue decreased 130 basis points to 6.9%. The decrease
was primarily attributable to declines in both commercial and consumer gross
margin percentages which were impacted by heightened supply chain challenges,
logistics costs, and the inflationary component cost environment. The gross
margin percentage decreases were partially offset by a shift in mix towards
commercial product offerings and a decrease in operating expenses as a
percentage of net revenue.

During the first nine months of Fiscal 2022, CSG operating income as a
percentage of net revenue increased 60 basis points to 7.3%. The increase was
primarily driven by an increase in gross margin percentage, principally within
our consumer offerings, coupled with a decrease in operating expenses as a
percentage of net revenue. The increase in gross margin percentage was primarily
driven by disciplined pricing as we managed through both cost and supply chain
challenges discussed above. These challenges were more unfavorable to the third
quarter of Fiscal 2022 as compared to the first half of Fiscal 2022.


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VMware

The following table presents the net sales and operating profit attributable to
VMware for the periods indicated:

                                                         Three Months Ended                                                       Nine Months Ended
                                    October 29,
                                       2021                 % Change             October 30, 2020         October 29, 2021            % Change             October 30, 2020
                                                                                      (in millions, except percentages)
Net revenue:
VMware net revenue                $         3,178                   10  %       $            2,893       $        9,317                        9  %       $        8,556

Operating income:
VMware operating income           $           837                    -  %       $              837       $        2,527                        1  %       $        2,504
% of segment net revenue                  26.3  %                                          28.9  %                 27.1   %                                         29.3   %



Net Revenue - VMware net revenue primarily consists of revenue from the sale of
software licenses under perpetual licenses and subscription and SaaS offerings,
as well as related software maintenance services, support, training, consulting
services, and hosted services. VMware net revenue for the third quarter and
first nine months of Fiscal 2022 increased 10% and 9%, respectively, primarily
due to growth in sales of subscription and SaaS offerings, driven by increased
demand for cloud offerings. Both license revenue and software maintenance
revenue also increased to a lesser extent, with the latter continuing to benefit
from maintenance contracts sold in previous periods.

VMware net revenues for the third quarter and the first nine months of fiscal 2022 increased in both United States and internationally.

Operating Income - During the third quarter and first nine months of Fiscal
2022, VMware operating income as a percentage of net revenue decreased 260 basis
points to 26.3% and 220 basis points to 27.1%, respectively. These decreases
were due to a decline in VMware gross margin percentage and an increase in
operating expense as a percentage of net revenue. VMware gross margin percentage
declined in part due to a transition towards subscription and SaaS offerings.
Operating expenses increased as a result of higher employee compensation expense
primarily attributable to investments in key R&D initiatives, coupled with the
reintroduction of expenses that were temporarily reduced in Fiscal 2021.

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OTHER BALANCE SHEET ITEMS

Accounts Receivable

We sell products and services directly to customers and through a variety of
sales channels, including retail distribution. Our accounts receivable, net, was
$14.2 billion and $12.8 billion as of October 29, 2021 and January 29, 2021,
respectively. We maintain an allowance for expected credit losses to cover
receivables that may be deemed uncollectible. The allowance for expected credit
losses is an estimate based on an analysis of historical loss experience,
current receivables aging, management's assessment of current conditions and
reasonable and supportable expectation of future conditions, and specific
identifiable customer accounts that are deemed at risk. Given this uncertainty,
our allowance for expected credit losses in future periods may vary from our
current estimates. As of October 29, 2021 and January 29, 2021, the allowance
for expected credit losses was $100 million and $104 million, respectively.
Based on our assessment, we believe that we are adequately reserved for expected
credit losses. We will continue to monitor the aging of our accounts receivable
and take actions, where necessary, to reduce our exposure to credit losses.

Dell Financial Services

DFS supports Dell Technologies by offering and arranging various financing
options and services for our customers globally, including through captive
financing operations in North America, Europe, Australia, and New Zealand. DFS
originates, collects, and services customer receivables primarily related to the
purchase of our product, software, and service solutions. DFS further
strengthens our customer relationships through its flexible consumption models,
provided through APEX, which enable us to offer our customers the option to pay
over time and, in certain cases, based on utilization, to provide them with
financial flexibility to meet their changing technological requirements. New
financing originations were $2.0 billion and $2.1 billion for the third quarter
of Fiscal 2022 and Fiscal 2021, respectively, and $5.8 billion and $6.5 billion
for the first nine months of Fiscal 2022 and Fiscal 2021, respectively. We
experienced a decline in new financing originations during Fiscal 2022 as more
customers leveraged financing during Fiscal 2021 in the early stages of the
COVID-19 pandemic.

DFS leases are classified as sales-type leases, direct financing leases, or
operating leases. Amounts due from lessees under sales-type leases or direct
financing leases are recorded as part of financing receivables, with interest
income recognized over the contract term. On commencement of sales-type leases,
we typically qualify for up-front revenue recognition. On originations of
operating leases, we record equipment under operating leases, classified as
property, plant, and equipment, and recognize rental revenue and depreciation
expense, classified as cost of net revenue, over the contract term. Direct
financing leases are immaterial. Leases that commenced prior to the effective
date of the current lease accounting standard continue to be accounted for under
previous lease accounting guidance.

As of October 29, 2021 and January 29, 2021, our financing receivables, net were
$10.2 billion and $10.5 billion, respectively. We maintain an allowance to cover
expected financing receivable credit losses and evaluate credit loss
expectations based on our total portfolio. Our allowance for expected credit
losses in future periods may vary from our current estimates. For the third
quarter of Fiscal 2022 and Fiscal 2021, the principal charge-off rate for our
financing receivables portfolio was 1.1% and 0.7%, respectively. For the first
nine months of Fiscal 2022 and Fiscal 2021, the principal charge-off rate for
our total portfolio was 0.7% and 0.9%, respectively. The credit quality of our
financing receivables has improved in recent years due to an overall improvement
in the credit environment and as the mix of high-quality commercial accounts in
our portfolio has continued to increase. We continue to monitor broader economic
indicators and their potential impact on future loss performance. We have an
extensive process to manage our exposure to customer credit risk, including
active management of credit lines and our collection activities. We also sell
selected fixed-term financing receivables without recourse to unrelated third
parties on a periodic basis, primarily to manage certain concentrations of
customer credit exposure.  Based on our assessment of the customer financing
receivables, we believe that we are adequately reserved.


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We retain a residual interest in equipment leased under our fixed-term lease
programs. As of October 29, 2021 and January 29, 2021, the residual interest
recorded as part of financing receivables was $265 million and $424 million,
respectively. The amount of the residual interest is established at the
inception of the lease based upon estimates of the value of the equipment at the
end of the lease term using historical studies, industry data, and future
value-at-risk demand valuation methods. We assess the carrying amount of our
recorded residual values for expected losses. Generally, expected losses as a
result of residual value risk on equipment under lease are not considered to be
significant primarily because of the existence of a secondary market with
respect to the equipment. The lease agreement also clearly defines applicable
return conditions and remedies for non-compliance to ensure that the leased
equipment will be in good operating condition upon return. Model changes and
updates, as well as market strength and product acceptance, are monitored, and
adjustments are made to residual values in accordance with the significance of
any such changes. To mitigate our exposure, we work closely with customers and
dealers to manage the sale of returned assets. No material expected losses were
recorded related to residual assets during the third quarter and first nine
months of Fiscal 2022 and Fiscal 2021.

As of October 29, 2021 and January 29, 2021, equipment under operating leases,
net was $1.6 billion and $1.3 billion, respectively. Based on triggering events,
we assess the carrying amount of the equipment under operating leases recorded
for impairment. No material impairment losses were recorded related to such
equipment during the third quarter and first nine months of Fiscal 2022 and
Fiscal 2021.

DFS offerings are initially funded through cash on hand at the time of
origination, most of which is subsequently replaced with third-party financing.
For DFS offerings which qualify as sales-type leases, the initial funding of
financing receivables is reflected as an impact to cash flows from operations,
and is largely subsequently offset by cash proceeds from financing. For DFS
operating leases, which have increased under the current lease standard, the
initial funding is classified as a capital expenditure and reflected as an
impact to cash flows used in investing activities.

See note 3 of the notes to the condensed consolidated financial statements included in this report for additional information on our financing receivables and associated provisions, and equipment under operating leases.

Off-balance sheet provisions

From October 29, 2021, we did not have any off-balance sheet arrangement that has or is reasonably likely to have a significant current or future impact on our financial condition or results of operations.

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MARKET CONDITIONS, LIQUIDITY, AND CAPITAL COMMITMENTS

Market conditions

We regularly monitor economic conditions and associated impacts on the financial
markets and our business. We consistently evaluate the financial health of our
supplier base, carefully manage customer credit, diversify counterparty risk,
and monitor the concentration risk of our cash and cash equivalents balances
globally. We routinely monitor our financial exposure to borrowers and
counterparties.

We monitor credit risk associated with our financial counterparties using
various market credit risk indicators such as credit ratings issued by
nationally recognized credit rating agencies and changes in market credit
default swap levels. We perform periodic evaluations of our positions with these
counterparties and may limit exposure to any one counterparty in accordance with
our policies. We monitor and manage these activities depending on current and
expected market developments.

We use derivative instruments to hedge certain foreign currency exposures. We
use forward contracts and purchased options designated as cash flow hedges to
protect against the foreign currency exchange rate risks inherent in our
forecasted transactions denominated in currencies other than the U.S. dollar.
In addition, we primarily use forward contracts and may use purchased options to
hedge monetary assets and liabilities denominated in a foreign currency.  See
Note 6 of the Notes to the Condensed Consolidated Financial Statements included
in this report for more information about our use of derivative instruments.

We are exposed to interest rate risk related to our variable-rate debt
portfolio. In the normal course of business, we follow established policies and
procedures to manage this risk, including monitoring of our asset and liability
mix. As a result, we do not anticipate any material losses from interest rate
risk.

The impact of any credit adjustments related to our use of counterparties on our
Condensed Consolidated Financial Statements included in this report has been
immaterial.

Liquidity and capital resources

To support our ongoing business operations, we rely on operating cash flows as
our primary source of liquidity. We monitor the efficiency of our balance sheet
to ensure that we have adequate liquidity to support our business and strategic
initiatives. In addition to internally generated cash, we have access to other
capital sources to finance our strategic initiatives and fund growth in our
financing operations. Our strategy is to deploy capital from any potential
source, whether internally generated cash or debt, depending on the adequacy and
availability of that source of capital and whether it can be accessed in a
cost-effective manner.

The following table presents our cash and cash equivalents as well as our borrowings available on the dates indicated:

                                                             October 29, 

2021 January 29, 2021

(in millions) Cash and cash equivalents and available borrowings: Cash and cash equivalents (a)

                               $         22,406          $         14,201
Remaining available borrowings under revolving credit                  5,969                     5,467

facilities (b) Total cash, cash equivalents and available borrowings $ 28,375 $ 19,668

____________________

(a)  Of the $22.4 billion of cash and cash equivalents as of October 29, 2021,
$12.5 billion was held by VMware, Inc.
(b)  Of the $6.0 billion of remaining available borrowings under revolving
credit facilities, $1.5 billion was attributable to the VMware Revolving Credit
Facility.

Our revolving credit facilities as of October 29, 2021 consist of the Revolving
Credit Facility and the VMware Revolving Credit Facility. The Revolving Credit
Facility has a maximum aggregate borrowing capacity of $4.5 billion, and
available borrowings under this facility are reduced by draws on the facility
and outstanding letters of credit. As of October 29, 2021, there were no
borrowings outstanding under the facility. Borrowings under the Revolving Credit
Facility are used for general corporate purposes on a short-term basis.


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On November 1, 2021, we 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. The 2021
Revolving Credit Facility, which matures on November 1, 2026, provides us with
revolving commitments in an aggregate principal amount of $5.0 billion for
general corporate purposes and includes a letter of credit sub-facility of up to
$500 million and a swing-line loan sub-facility of up to $500 million. See Note
18 of the Notes to the Condensed Consolidated Financial Statements included in
this report for more information.

The VMware Revolving Credit Facility has a maximum capacity of $1.5 billion. As
of October 29, 2021, there were no outstanding borrowings under the facility.
None of the net proceeds of borrowings under the VMware Revolving Credit
Facility 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.

See note 5 of the notes to the condensed consolidated financial statements included in this report for additional information on each of the aforementioned revolving credit facilities.

We believe that our current cash and cash equivalents, together with cash that
will be provided by future operations and borrowings expected to be available
under our revolving credit facilities, will be sufficient over at least the next
twelve months and for the foreseeable future thereafter to fund our operations,
debt service requirements and maturities, capital expenditures, share
repurchases, dividend payments, and other corporate needs.

Debt

The following table summarizes our outstanding debt as of the dates indicated:
                                                                             Increase
                                                October 29, 2021            (decrease)            January 29, 2021
                                                                           (in millions)
Core debt
Senior Secured Credit Facilities and First     $         24,754          $          (23)         $         24,777
Lien Notes
Unsecured Notes and Debentures                              952                    (400)                    1,352
Senior Notes                                              1,625                  (1,075)                    2,700
EMC Notes                                                     -                  (1,000)                    1,000
DFS allocated debt                                         (366)                    300                      (666)
Total core debt                                          26,965                  (2,198)                   29,163
DFS related debt
DFS debt                                                  9,977                     311                     9,666
DFS allocated debt                                          366                    (300)                      666
Total DFS related debt                                   10,343                      11                    10,332
Margin Loan Facility and other                              400                  (3,835)                    4,235
Debt of public subsidiary
VMware Notes                                             10,750                   6,000                     4,750

Total public subsidiary debt                             10,750                   6,000                     4,750
Total debt, principal amount                             48,458                     (22)                   48,480
Carrying value adjustments                                 (479)                     17                      (496)
Total debt, carrying value                     $         47,979          $           (5)         $         47,984



During the first nine months of Fiscal 2022, the outstanding principal amount of
our debt remained relatively flat, primarily as a result of principal repayments
of $6.5 billion offset by the issuance of $6.0 billion of VMware Notes and
$0.4 billion of net DFS debt activity.


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We define core debt as the total principal amount of our debt, less DFS related
debt, our Margin Loan Facility and other debt, and public subsidiary debt. Our
core debt was $27.0 billion as of October 29, 2021. During the first nine months
of Fiscal 2022, the decrease in our core debt was driven by principal
repayments, including $1.1 billion principal amount of our 5.875% Senior Notes
due June 2021, $1.0 billion principal amount of our 3.375% EMC Notes due June
2023, and $0.4 billion principal amount of our 4.625% Unsecured Notes due April
2021.

In connection with the VMware Spin-off executed on November 1, 2021, VMware,
Inc. paid a cash dividend, pro rata, to each of the holders of VMware, Inc.
common stock in an aggregate amount equal to $11.5 billion, of which Dell
Technologies received $9.3 billion. Subsequent to October 29, 2021 and the
completion of the transaction, the Company utilized the net proceeds from its
pro rata share, as well as cash on hand, to repay $9.4 billion in outstanding
principal amount of core debt. Further, in connection with the termination of
the Existing Credit Agreement, which governed the Senior Secured Credit
Facilities, the tangible and intangible assets that secured the First Lien Notes
were released as collateral and, as such, our remaining core debt became
unsecured. Additionally, on November 19, 2021, the Company issued a partial
redemption notice of $1.25 billion principal amount of the 5.45% First Lien
Notes due June 2023 with the repayment expected to occur on December 6, 2021.

See note 18 of the notes to the condensed consolidated financial statements included in this report for more information on VMware Spin-off and the debt activity after October 29, 2021.

As of October 29, 2021, our Margin Loan Facility and other debt was $0.4 billion
and consisted only of other debt. During the first nine months of Fiscal 2022,
we fully repaid the Margin Loan Facility in the principal amount of
$4.0 billion.

DFS related debt primarily represents debt from our securitization and
structured financing programs. The majority of DFS debt is non-recourse to Dell
Technologies and represents borrowings under securitization programs and
structured financing programs, for which our risk of loss is limited to
transferred lease and loan payments and associated equipment, and under which
the credit holders have no recourse to Dell Technologies.

To fund expansion of the DFS business, we balance the use of the securitization
and structured financing programs with other sources of liquidity. We
approximate the amount of our debt used to fund the DFS business by applying a
7:1 debt to equity ratio to the sum of our financing receivables balance and
equipment under our DFS operating leases, net. The debt to equity ratio used is
based on the underlying credit quality of the assets. See Note 3 of the Notes to
the Condensed Consolidated Financial Statements included in this report for more
information about our DFS debt.

Public subsidiary debt represents VMware, Inc. indebtedness. VMware, Inc. and
its respective subsidiaries are unrestricted subsidiaries for purposes of the
core debt of Dell Technologies.  Neither Dell Technologies nor any of its
subsidiaries, other than VMware, Inc., is obligated to make payment on the
VMware Notes.  None of the net proceeds of the VMware Notes 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 its subsidiaries.

See note 5 to the condensed consolidated financial statements included in this report for more information on our debt and VMware, Inc.
debt.

We have made steady progress in paying down debt and we will continue to include
deleveraging as an important component of our overall strategy. We have achieved
an investment grade corporate family rating from three major credit rating
agencies, with the final upgrade occurring subsequent to October 29, 2021.

We believe we will continue to be able to make our debt principal and interest
payments, including the short-term maturities, from existing and expected
sources of cash, primarily from operating cash flows. Cash used for debt
principal and interest payments may also include short-term borrowings under our
revolving credit facilities. Under our variable-rate debt, we could experience
variations in our future interest expense from potential fluctuations in
applicable reference rates, or from possible fluctuations in the level of DFS
debt required to meet future demand for customer financing. We or our affiliates
or their related persons, at our or their sole discretion and without public
announcement, may purchase, redeem, prepay, refinance, or otherwise retire any
amount of our outstanding indebtedness under the terms of such indebtedness at
any time and from time to time, in open market or negotiated transactions with
the holders of such indebtedness or otherwise, as appropriate market conditions
exist.

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Cash Flows

The following table presents a summary of our condensed consolidated statements of cash flows for the periods indicated:

Nine months ended

                                                                   October 29, 2021           October 30, 2020
                                                                                  (in millions)
Net change in cash from:
Operating activities                                             $           7,214          $           5,530
Investing activities                                                         2,053                         26
Financing activities                                                        (1,028)                    (3,483)
Effect of exchange rate changes on cash, cash equivalents, and                 (54)                       (67)
restricted cash
Change in cash, cash equivalents, and restricted cash            $           8,185          $           2,006



Operating Activities - Cash provided by operating activities was $7.2 billion
for the first nine months of Fiscal 2022 compared to cash provided by operating
activities of $5.5 billion for the first nine months of Fiscal 2021. The
increase in operating cash flows during the first nine months of Fiscal 2022 was
primarily driven by strong growth. Additionally, working capital dynamics were
favorable for the period primarily due to timing of purchases and payments to
vendors, partially offset by higher end of quarter shipments and increased
inventory as we continue to navigate the current supply chain environment. In
comparison, during the first nine months of Fiscal 2021 we experienced
unfavorable working capital impacts.

DFS offerings are initially funded through cash on hand at the time of
origination, most of which is subsequently replaced with third-party financing.
For DFS offerings which qualify as sales-type leases, the initial funding of
financing receivables is reflected as an impact to cash flows from operations,
and is largely subsequently offset by cash proceeds from financing activities.
For DFS operating leases, which have increased under the current leasing
standard, the initial funding is classified as a capital expenditure and
reflected as cash flows used in investing activities. DFS new financing
originations were $5.8 billion and $6.5 billion during the first nine months of
Fiscal 2022 and Fiscal 2021, respectively. As of October 29, 2021, DFS had $10.2
billion of financing receivables, net and $1.6 billion of equipment under
operating leases, net.

Investing Activities - Investing activities primarily consist of cash used to
fund capital expenditures for property, plant, and equipment, which includes
equipment under operating leases, as well as capitalized software development
costs, acquisitions and divestitures, strategic investments, and the maturities,
sales, and purchases of investments. During the first nine months of Fiscal
2022, cash provided by investing activities was $2.1 billion and was primarily
driven by net cash proceeds related to the divestiture of Boomi, partially
offset by capital expenditures and capitalized software development costs. In
comparison, cash provided by investing activities was $26 million during the
first nine months of Fiscal 2021, which was primarily attributable to net cash
proceeds from the divestiture of RSA Security during the the third quarter of
Fiscal 2021, largely offset by capital expenditures and acquisitions of
businesses.

Financing Activities - Financing activities primarily consist of the proceeds
and repayments of debt, cash used to repurchase common stock, and proceeds from
the issuance of common stock. Cash used in financing activities was $1.0 billion
during the first nine months of Fiscal 2022 and primarily consisted of debt
repayments and repurchases of common stock by our public subsidiaries, partially
offset by net cash proceeds from the issuance of VMware Notes and DFS debt. In
comparison, cash used in financing activities of $3.5 billion during the first
nine months of Fiscal 2021 primarily consisted of debt repayments and
repurchases of common stock by our public subsidiaries, partially offset by cash
proceeds from the issuances of multiple series of First Lien Notes and VMware
Notes.

Capital Commitments

Capital Expenditures - During the first nine months of Fiscal 2022 and Fiscal
2021, we spent $2.1 billion and $1.6 billion, respectively, on property, plant,
and equipment and capitalized software development costs. Product demand,
product mix, and the use of contract manufacturers, as well as ongoing
investments in operating and IT infrastructure and software development,
influence the level and prioritization of our capital expenditures. Aggregate
capital expenditures for Fiscal 2022 are currently expected to total
$2.9 billion, of which approximately $1.0 billion is expected to be expended for
equipment under operating leases and approximately $0.3 billion for capitalized
software development costs.

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Repurchases of Common Stock -Effective as of September 23, 2021, our board of
directors approved a stock repurchase program (the "2021 Stock Repurchase
Program") under which we are authorized to use assets to repurchase up to
$5 billion of shares of our Class C Common Stock with no established expiration
date. As of October 29, 2021, the cumulative authorized amount remaining for
stock repurchases was $5 billion. Subsequent to the third quarter of Fiscal 2022
through November 30, 2021, we repurchased approximately 3.1 million shares for
approximately $173 million.

Purchase Obligations - Purchase obligations are defined as contractual
obligations to purchase goods or services that are enforceable and legally
binding on us. These obligations specify all significant terms, including fixed
or minimum quantities to be purchased; fixed, minimum, or variable price
provisions; and the approximate timing of the transaction. Purchase obligations
do not include contracts that may be canceled without penalty.

We utilize several suppliers to manufacture sub-assemblies for our products. Our
efficient supply chain management allows us to enter into flexible and mutually
beneficial purchase arrangements with our suppliers in order to minimize
inventory risk. Consistent with industry practice, we acquire raw materials or
other goods and services, including product components, by issuing to suppliers
authorizations to purchase based on our projected demand and manufacturing
needs. These purchase orders are typically fulfilled within 30 days and are
entered into during the ordinary course of business in order to establish best
pricing and continuity of supply for our production.

As of October 29, 2021, purchase obligations were $5.2 billion, $0.7 billion,
and $0.8 billion for the remaining three months of Fiscal 2022, and for Fiscal
2023 and Fiscal 2024 and thereafter, respectively.

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Summarized Guarantor Financial Information

As discussed in Note 5 of the Notes to the Condensed Consolidated Financial
Statements included in this report, Dell International L.L.C. and EMC
Corporation (the "Issuers"), both of which are wholly-owned subsidiaries of Dell
Technologies, completed private offerings of multiple series of senior secured
notes issued on June 1, 2016, March 20, 2019, and April 9, 2020 (collectively,
the "First Lien Notes"). On May 17, 2021, the Issuers launched an exchange offer
of the outstanding First Lien Notes for registered senior secured notes with
substantially similar terms (the "Exchange Notes"). In June 2021, the Issuers
completed the exchange offer and issued an aggregate of $18.4 billion principal
amount of Exchange Notes in exchange for the same principal amount of First Lien
Notes. As of October 29, 2021, the aggregate principal amount of unregistered
First Lien Notes remaining outstanding following the settlement of the exchange
offer was approximately $0.1 billion.

Guarantees - The Exchange Notes are guaranteed on a joint and several unsecured
basis by Dell Technologies and on a joint and several secured basis by Denali
Intermediate, Inc. ("Denali Intermediate"), Dell and each of Denali
Intermediate's wholly-owned domestic subsidiaries that guarantees the Issuers'
Senior Credit Facility obligations (collectively, the "Guarantors"). Not all of
Denali Intermediate's subsidiaries guarantee the Exchange Notes, including none
of Denali Intermediate's non-wholly-owned subsidiaries, foreign subsidiaries,
receivables subsidiaries and subsidiaries designated as unrestricted
subsidiaries under the Senior Credit Facility (such non-guarantor subsidiaries,
collectively, the "Non-Guarantor Subsidiaries"). SecureWorks Corp., Virtustream,
Inc., VMware, Inc., EMC Equity Assets LLC and VMW Holdco L.L.C. (collectively,
the "Unrestricted Subsidiaries") have been designated as unrestricted
subsidiaries under the Senior Credit Facility and therefore do not guarantee the
Exchange Notes or the Senior Credit Facility obligations. See Exhibit 22.1 filed
with this report for a list of subsidiary guarantors and issuers of guaranteed
securities.

The guarantees are full and unconditional, subject to certain customary release
provisions. The indentures that govern the Exchange Notes provide that
guarantees by subsidiaries of Denali Intermediate may be released in the event,
among other things, (1) such Guarantor is sold or sells all of its assets in
compliance with the applicable provisions of the indentures; (2) such Guarantor
is released from its guaranty under the Senior Credit Facility, including the
declaration of such subsidiary as "unrestricted" under the Senior Credit
Facility; (3) the merger, amalgamation or consolidation, or liquidation, of such
Guarantor; or (4) the achievement of investment grade ratings with respect to
the Issuers and the Exchange Notes. In addition, all Guarantors will be released
from their guarantees if the requirements for legal defeasance or covenant
defeasance or to discharge the indentures have been satisfied.

Basis of Preparation of the Summarized Financial Information - The tables below
are summarized financial information provided in conformity with Rule 13-01 of
the SEC's Regulation S-X. The summarized financial information of the Issuers
and Guarantors (collectively, the "Obligor Group") is presented on a combined
basis, excluding intercompany balances and transactions between entities in the
Obligor Group. To the extent material, the Obligor Group's amounts due from,
amounts due to and transactions with Non-Guarantor Subsidiaries have been
presented separately. The Obligor Group's investment balances in Non-Guarantor
Subsidiaries have been excluded.

The following table shows the summary results of operating information for the Debtor group for the period indicated:

                                             Nine Months Ended
                                              October 29, 2021
                                               (in millions)
Net revenue (a)                             $           18,608
Gross margin (b)                            $            6,492
Operating loss (c)                          $             (687)
Interest and other, net                                  2,936
Income before income taxes                  $            2,249
Net income attributable to Obligor Group    $            1,801


____________________

(a) Includes net revenue from services provided and product sales to
Non-Guarantor Subsidiaries of $2,069 million and $122 million, respectively.
(b) Includes cost of net revenue from resale of solutions purchased from
Non-Guarantor Subsidiaries of $1,837 million.
(c) Includes operating expenses from shared services provided by Non-Guarantor
Subsidiaries of $59 million.


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Table of contents The following table presents summary information on the balance sheet of the
Debtor group on the dates indicated:

                                              October 29, 2021      January 29, 2021 (a)
                                                             (in millions)
                                          ASSETS
Current assets                               $         16,429      $              12,160
Short-term intercompany loan receivables                2,379                            -
Total current assets                                   18,808               

12,160

Goodwill and intangible assets                         15,592               

16 229

Other non-current assets                                6,910               

6 185

Long-term intercompany loan receivables                 2,236                      4,714
Total assets                                 $         43,546      $              39,288
                                       LIABILITIES
Current liabilities                          $         26,552      $              15,761
Intercompany payables                                   5,574                      5,527
Total current liabilities                              32,126                     21,288
Long-term debt                                         17,749                     27,951
Other non-current liabilities                           9,248                      7,549
Total liabilities                            $         59,123      $              56,788


____________________

(a) During the three months ended October 29, 2021, two Non-Guarantee Subsidiaries have transferred their respective activities to the Guarantors. Balances from prior periods have been reclassified to conform to the presentation for the current period.

Summary financial information of affiliates

The equity interests of various affiliates within Dell Technologies'
consolidated group have been pledged as collateral for the Exchange Notes. Dell
Technologies is therefore subject to Rule 13-02 of the SEC's Regulation S-X,
which requires that summarized financial information for the affiliates whose
securities are pledged as collateral (collectively, the "Affiliate Group") be
provided on a combined basis to the extent such information is material and
materially different than the corresponding amounts presented in the
Consolidated Financial Statements of Dell Technologies. The summarized financial
information for the Affiliate Group would produce results materially consistent
with information presented in Dell Technologies' Consolidated Financial
Statements and we have therefore not included such information in this report.
In particular, the assets, liabilities, and results of operations of the
Affiliate Group are not materially different than the corresponding amounts
presented in the Consolidated Financial Statements of Dell Technologies, except
with respect to the redeemable shares as of January 29, 2021. The redeemable
shares balance was $472 million as reflected on the Condensed Consolidated
Statements of Financial Position included in this report, as compared to no
redeemable shares reflected on the Affiliate Group balance sheet as of the
respective dates.

Collateral Arrangement – The collateral (“collateral”) securing the Exchange Notes generally consists of the following, whether currently held or subsequently acquired:

•100% of the equity interests of the Issuers, Dell and each Material Subsidiary
(as defined in the applicable indenture) that is a wholly-owned subsidiary of
the Issuers and the Guarantors (which pledge, in the case of capital stock of
any Foreign Subsidiary or FSHCO (each as defined in the applicable indenture),
is limited to 65% of the voting capital stock and 100% of the non-voting capital
stock of such Foreign Subsidiary or FSHCO); and

•substantially all tangible and intangible personal property and material
fee-owned real property of the Issuers and Guarantors (other than Dell
Technologies) including but not limited to, accounts receivable, inventory,
equipment, general intangibles (including contract rights), investment property,
intellectual property, real property, intercompany notes, instruments, chattel
paper and documents, letter of credit rights, commercial tort claims, and
proceeds of the foregoing.

See Exhibit 22.1 filed with this report for a list of each affiliate of Dell Technologies the security of which is given as collateral to secure the exchange tickets. There is no trading market for the securities of applicable affiliates pledged as collateral.

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Delivery of collateral securing the Exchange Notes would be required in certain customary events of default, including failure to make required payments, breach of covenants and the occurrence of certain bankruptcy and insolvency events.

The Collateral may be released in certain circumstances, including, (1) to
enable the sale, transfer or other disposition of such property or assets, (2)
upon the release of the guarantee of a Guarantor, (3) upon such property or
asset becoming an "excluded asset" as defined in the indentures governing the
Exchange Notes, (4) upon the achievement of investment grade ratings with
respect to the Issuers and the Exchange Notes, and (5) to the extent the liens
on the Collateral securing the Senior Credit Facility obligations are released
(other than in connection with the payment in full of the Senior Credit
Facility).

The Collateral does not include, and will not include, among other things, (1) a
pledge of the assets or equity interests of certain subsidiaries, including the
Unrestricted Subsidiaries and their respective subsidiaries, (2) any fee-owned
real property with a book value of less than $150 million, (3) any commercial
tort claims or letter of credit rights with an individual value of less than $50
million, (4) any "principal property" as defined in the indentures governing the
Unsecured Notes and Debentures of Dell and the EMC Notes, and capital stock of
any subsidiary holding "principal property" as defined in the indenture
governing the Unsecured Notes and Debentures of Dell, or (5) certain excluded
assets.



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