Item 8.01 Other Events.



In connection with Dell Technologies Inc.'s ("Dell") previously announced
spin-off of VMware, Inc. ("VMware"), Dell issued a press release announcing that
its board of directors unanimously approved the distribution of VMware shares
beneficially owned by Dell to holders of record of Dell's common stock as of
5:00 p.m. (New York City time) on October 29, 2021, contingent upon the
satisfaction of certain conditions, including those under the definitive
transaction agreements. The distribution is expected to be completed on November
1, 2021 and the twelfth day following the satisfaction of certain closing
conditions. A copy of the press release is attached as Exhibit 99.1 to this
current report on Form 8-K and is incorporated herein by reference.

Cautionary Statement Regarding Forward Looking Statements



This current report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The words "may," "will," "anticipate," "estimate,"
"expect," "intend," "plan," "aim," "seek," and similar expressions as they
relate to Dell or its management are intended to identify these forward-looking
statements. All statements by Dell regarding the expected timing, completion and
effects of the proposed transaction and similar matters are forward-looking
statements. The expectations expressed or implied in these forward-looking
statements may not turn out to be correct. All forward-looking statements speak
only as of the date hereof and are based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements. Dell may not
be able to complete the proposed transaction on the contemplated terms or other
acceptable terms or at all because of a number of factors, including the
occurrence of any event, change or other circumstances that could give rise to
the termination of the definitive agreement governing the proposed transaction,
the failure to obtain adequate financing sources for a special dividend by
VMware, the failure of VMware to satisfy certain rating agency criteria, the
effect of the announcement of the transaction on Dell's ability to retain and
hire key personnel and maintain relationships with its customers, suppliers,
operating results and business generally, and other risks, uncertainties, and
other factors that could affect Dell's results in future periods, including, but
not limited to, the following: the effects of the COVID-19 pandemic; competitive
pressures; Dell's reliance on third-party suppliers for products and components,
including reliance on single-source or limited-source suppliers; Dell's ability
to achieve favorable pricing from its vendors; adverse global economic
conditions and instability in financial markets; Dell's execution of its growth,
business, and acquisition strategies; the success of Dell's cost efficiency
measures; Dell's ability to manage solutions and products and services
transitions in an effective manner; Dell's ability to deliver high-quality
products, software, and services; cyber-attacks or other data security
incidents; Dell's foreign operations and ability to generate substantial
non-U.S. net revenue; Dell's product, services, customer, and geographic sales
mix, and seasonal sales trends; the performance of Dell's sales channel
partners; access to the capital markets by Dell's or its customers; material
impairment of the value of goodwill or intangible assets; weak economic
conditions and the effect of additional regulation on Dell's financial services
activities; counterparty default risks; the loss by Dell of any contracts for
ISG services and solutions and its ability to perform such contracts at their
estimated costs; loss by Dell of government contracts; Dell's ability to develop
and protect its proprietary intellectual property or obtain licenses to
intellectual property developed by others on commercially reasonable and
competitive terms; disruptions in Dell's infrastructure; Dell's ability to hedge
effectively its exposure to fluctuations in foreign currency exchange rates and
interest rates; expiration of tax holidays or favorable tax rate structures, or
unfavorable outcomes in tax audits and other tax compliance matters; impairment
of portfolio investments; unfavorable results of legal proceedings; compliance
requirements of changing environmental and safety laws or other laws; the effect
of armed hostilities, terrorism, natural disasters, and public health issues;
Dell's dependence on the services of Michael Dell and key employees; Dell's
level of indebtedness; and the impact of the financial performance of VMware.

This list of risks, uncertainties, and other factors is not complete. Dell
discusses some of these matters more fully, as well as certain risk factors that
could affect Dell's business, financial condition, results of operations, and
prospects, in its reports filed with the SEC, including Dell's annual report on
Form 10-K for the fiscal year ended January 29, 2021, quarterly reports on Form
10-Q, and current reports on Form 8-K. Any or all forward-looking statements
Dell makes may turn out to be wrong and can be affected by inaccurate
assumptions Dell might make or by known or unknown risks, uncertainties, and
other factors, including those identified in this current report. Accordingly,
you should not place undue reliance on the forward-looking statements made in
this current report, which speaks only as of its date. Dell does not undertake
to update, and expressly disclaims any duty to update, its forward-looking
statements, whether as a result of circumstances or events that arise after the
date they are made, new information, or otherwise.

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Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.
    Exhibit
     Number                                               Description
      99.1               Pr    ess     R    elease    ,     dated     October 19    , 2021
      104              Cover Page Interactive Data File - the cover page

XBRL tags are embedded within


                       the Inline XBRL document.



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