Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 8.01 of this report is incorporated by reference in this Item 2.03.




Item 8.01 Other Events.


On July 18, 2022, Dell Technologies Inc. (the "Company") established a commercial paper program under which the Company's indirect wholly owned subsidiaries, Dell International L.L.C. and EMC Corporation, as co-issuers, may issue unsecured promissory notes (the "notes") from time to time up to a maximum aggregate face amount of $5.0 billion outstanding at any time. Payment of the commercial paper notes will be fully and unconditionally guaranteed by the Company and its direct and indirect wholly owned subsidiaries, Denali Intermediate Inc. and Dell Inc., respectively. The maturities of the notes may vary, but will not exceed 397 days from the date of issue. The notes and the guarantee thereof will rank equal in right of payment with all other unsecured senior indebtedness of the obligors. The proceeds of the notes will be used for general corporate purposes. The notes will be sold on customary terms in the U.S. commercial paper market on a private placement basis.

The notes have not been and will not be registered under the Securities Act of 1933 or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.


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