UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12 Inc. (Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box): x No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Explanatory Note

Members of the Special Committee of the Board of Directors of Dell Inc. continue to meet with investors regarding the proposed transaction with affiliates of and Silver Lake Partners. In connection with those meetings, presentation materials previously provided to investors and filed with the Securities and Exchange Commission have been consolidated into a single updated set of materials, a copy of which is being filed herewith.

JulyD E L2013 L S P E C I A L C O M M I T T E E I N V E S T O R P R E S E N T A T I O N

Presentation to Dell’s investors LauraAlex Mandl Conigliaro, (Chairman), Retired Former Partner President,of Goldman COO Sachs & CFOSpecial of AT&TCommittee Janet Clark, EVP & CFO of Marathon Oil DebevoiseKen Duberstein, & Plimpton Chairman LLP &Legal CEO counsel of The Morris, Duberstein Nichols, Group Arsht & Tunnell LLP ManagementJ.P. Morgan Financial Boston Consulting advisors Evercore Group consultant Partners 1Proxy MacKenzie Partners solicitor

Agenda 2Transaction process 3 Perspectives on Dell today 12 Overview of financial forecasts 22 Evaluation of strategic alternatives 30

AlexProcess Mandl led by experienced and independent Special Committee FormerChairman President, of Special COO Committee & CFO of AT&T Other experience PresidentChairman & of CEO Gemalto of Gemplus LauraFormer Conigliaro director of Pfizer, Visteon Corp., Hewett Associates, AT&T, General Instrument Corp. and Warner Lambert RetiredDirector Partner of Goldman Sachs Other experience CoveredCo-Director computer of Goldman systems Sachs sector Americas as Technology Equity EquityResearch Research business leader JanetDirector Clark of Infoblox, Arista Networks and Genpact EVPDirector & CFO of Marathon Oil SVPOther & experience CFO of Nuevo Energy InvestmentEVP of Santa banker Fe Snyder at The First Boston Corporation KenDirector Duberstein of four nonprofit organizations Director OtherChairman experience & CEO of The Duberstein Group LeadFormer Director, White House The Boeing Chief ofCompany Staff (Reagan) FormerChairman, Presiding Governance Director, Committee, ConocoPhillips The Travelers Companies 3The Special Committee consists of independent directors with deep experience and functional expertise across the technology sector and M&A, advised by leading independent legal, financial and strategic advisors

Independent directors unanimously approved transaction DirectorJames Breyer1 Partner, Accel Partners Other experience ProductMcKinsey marketing & Company and management at Apple Computers and Hewlett-Packard DonaldLead Independent Carty Director, Wal-Mart Stores Chairman,Director Virgin America ChairmanOther experience & CEO of AMR and American Airlines NationalCEO of CP Infrastructure Air Advisory Council WilliamCurrent Director Gray III2 of Barrack Gold Corp., Hawaiian Holdings and Porter Air Chairman,Director Gray Global Strategies Co-ChairmanOther experience GrayLoefferler, LLC CEO,Chairman, The College The Amani Fund Group / UNCF GerardCongressman, Kleisterlee US House of Representatives, 1979-1991 PresidentDirector & CEO, Royall Philips Electronics CEO,Other experiencePhilips’ Components Division President, Philips Taiwan MemberMD, Philips of Asia Display Business Components Council and Dutch Innovation Platform DirectorKlaus Luft OtherFounder, experience Artedona AG ViceOwner Chairman & President, & International MATCH – Market Advisor, Access Goldman Services Sachs ShantanuCEO, Nixdorf Narayen Computer PresidentDirector & CEO, Adobe KeyOther product experience research and development positions at Adobe DirectorCo-founder, of desktop Pictra and collaboration products at Silicon Graphics RossApple Perot Computer Jr. Chairman,Director Hillwood Founder,Other experience (acquired by Dell in 2009) Chairman, Governor’sAir Force Memorial Task Force Foundation for Economic Growth 1 James Breyer will not be seeking re-election as a director; 2 William Gray III deceased on July 1, 2013 4

Going private delivers highest value for Dell’s shareholders ComprehensiveAll cash offer at rangea significant, of alternatives certain evaluatedpremium ShiftsShareholder all business friendly and process transaction and termsrisks toto buyerensure group value was maximized 5Avoids high risk of a levered recap and delivers superior value and certainty

Transaction highlights 37%$13.65 premium per share over in cash90 calendar provides day significant, trading average immediate and and 25% certain premium premium over 1-day price1 RigorousNegotiations process resulted including in 6 price robust increases go-shop and $4 billion of additional value BlackstoneIn total, 21 strategicand Carl andIcahn 52 submitted financial buyerspreliminary participated proposals during go-shop process – BlackstoneIcahn did not terminated follow through participation on his after preliminary rigorous proposal diligence process –Icahn On July and 1st,Southeastern Icahn provided submitted a financing a letter commitmenton May 9th, andletter Icahn but structuresubmitted or a remediesnew letter for on failure June 18th, to close each for outlining either alternative alternative concept concepts remain outstanding IncreasinglyAll cash transaction negative at trends significant in core premium PC markets given high and growing risks TransformationEnterprise segment faces depends execution on coreand competitivePC business challenges 1Transaction Premiums transfersbased on allunaffected risks and price uncertainties as of the oflast the trading business day to (1/11/13) the buyer before group rumors of a possible going-private transaction were first published 6

Process was rigorous, objective and competitive EstablishedRigorous review favorable of strategic rules ofalternatives engagement TheHighly Special competitive Committee process has includingmet over 40robust times go-shop since inception RetainedConsidered BCG broad to assist range the of strategicSpecial Committee and financial to evaluatealternatives strategic options SpecialMichael Committee’s Dell agreed toconsent work inrequired good faith for Michaelwith any Dell’s bidder agreement with any bidder TransactionMichael Dell requires agreed toapproval vote at byleast holders pro rata of fora majority any superior of the proposal unaffiliated shares1 EvercorePrior to signing, retained 3 asleading independent financial financial sponsors advisor conducted to review due diligenceprocess and but run 2 declined go-shop to submit firm offers, citing challenges in PC business BlackstoneAggressive go-shop,and Icahn 70 provided parties participatedaccess to management and 2 indications and diligence of interest materials submitted (Blackstone and Icahn) OnIcahn July and 1st, Southeastern Icahn provided submitted a financing a letter commitment on May 9th, letter and butIcahn structure submitted or remedies a new letter for failureon June to 18th, close each for eitheroutlining alternative alternative concept concepts remain outstanding 1 Unaffiliated shares represent shares not held by Michael Dell, management and related entities 7

$4 billion in additional value created… RepresentsProgression Silverof Silver Lake Lake bids bids (offer price per share) and key events Initial10/23/12 bids $12.16 (Sponsor B bids $11.22$12.00—$13.00) Special8/20/12 Late Oct Committee BCG formed hired $12.90$13.65 2/5/13$13.60 $12.70 $13.50 Announces $13.25 transaction at offer price of 5/13/13 7/1/13 $13.65 Special Committee Icahn provides a requests additional financing commitment information from Icahn / letter Southeastern 5/9/1312/4/12 6/18/13 3/22/13Sponsor B declines to Icahn / Southeastern Icahn submits bid submit letter outlining letter outlining recap concept tender offer concept Sponsor12/11-12/23/12 C enters Active 2/5/13 go-shop ends; Icahn 4/18/13 and Blackstone process but Go-shop Blackstone submit drops out of declines to bid begins proposals process DellAug shareSept Oct10/22/12 Nov Dec 11/30/12 Jan Feb 1/11/13 Mar Apr(Pre-initial May Jun bids) Jul (Pre-GS’13 report)1 (Unaffected)2 price: $9.59 $9.64 $10.88 1 Represents day prior to Goldman Sachs Research report on possible Dell going-private transaction 2 Unaffected based on the last trading day before rumors of a possible going-private transaction were first published 8

Progression… despite deteriorating of FY14 Street financial consensus outlook EPS estimates 8/21/12Street consensus 11/15/12 estimates 2/19/13 5/16/13 (Q2 FY13 earnings) (Q3 FY13 earnings) (Q4 FY13 earnings) (Q1 FY14 earnings) Transaction$2.02 2/5/13 announced $1.79$1.81 $1.78 $1.66$1.67 $1.67 $1.54$1.59 $1.57 $1.00% ? since $1.00 Aug (Current 2012: (50%)estimate) 50%Aug Septdecrease Oct inNov FY14 Dec estimates Jan Feb Marsince Apr August May 2012Jun Jul ’13 9Source: ThomsonOne; Current estimates as of 7/3/13

Attractive premium to trading multiple 63%$13.65/share premium represents to next twelve 5.4x Finalmonths FY14 (“NTM”) Board EBITDACase EBITDA multiple on 1/11/13, prior to deal rumors Significantly77% premium exceeds to average Dell’s NTM multiples EBITDA over themultiple last year since June 2012 OfferEnterprise multiple value / next twelve months EBITDA1 annualized7.0x (Last quarter(LQA) 6.0x1Q FY14): 6.7x2 (FinalOffer multiple FY14 5.0xBoard 5.4x3 Case): (Consensus4.0x Dell 3.3x4EBITDA): average:3.0x Actual period 2.0x3.0x Source:Jun-12 Jul-12 Company Aug-12 filings; Sep-12 FactSet Oct-12 for nextNov-12 twelve Dec-12 months Jan-13 (“NTM”) EBITDA 1 Based on Street consensus estimates 2 Based on last quarter annualized 1Q FY14 EBITDA of $2,892mm 3 Based on Final FY14 Board Case EBITDA of $3,577mm 104 Represents unaffected multiple based on the last trading day (1/11/13) before rumors of a possible going-private transaction were first published

Agenda 11Transaction process 3 Perspectives on Dell today 12 Overview of financial forecasts 22 Evaluation of strategic alternatives 30

Transition to “New Dell” depends on “Core Dell” performance EndCharacteristics User Declining Dell strategy demand Continue cash Mitigate volatility Computing generation “Core Dell“1 Positive cash flow (Transactional) Global scale Global expansion FundStrong & brand Pull-through SolutionsEnterprise growth Faster growth Outpace market Leverage footprint (Solutions)“New Dell“2 Expanding margins and Higher recurring Invest organically & Integrated offerings ąServices “Core Dell”inorganically includes revenue mobility, desktops, thin client, third-party software and EUC-related peripherals as of Q1 FY14 2 “New Dell” includes servers, networking, storage, ESG-related peripherals, services and software as of Q1 FY14 12

Services accounts for a majority of operating income RevenueDell Q1 FY14 ($mm) performance Operating Keyincome observations ($mm) / implications $14,4175$16,000 $800 $6456 $12,000$2,109 Services1 $600 $8,000$370 Services1 $8,920 EUC2 $400 $4,000$224 EUC2 $200 $136$3,093 ESG3 ESG3 ($85)$0 $295 Software4 Software4 $0 ServicesQ1 FY14 is Q1 largest FY14 driver of operating income Large~15% portionof revenue of Services but over is 55% tied toof Supportmargin and Deployment HeadwindsRepresents ~57% in PC of and Services Servers revenue will impact Support and Deployment CommoditizationESG and Software inface servers integration and other competitive risks WeakEmerging position player in ingrowth software segments (e.g., Cloud, SaaS) Source:EUC margins Company continue filings to (based be under on realignedpressure dueglobal to operatingPC market segments fundamentals as of Q1 FY14) third-party1 Services includessoftware a and broad EUC-related range of IT peripherals; and business 3 ESGservices, includes including servers, support networking, and deployment, storage and infrastructure, ESG-related cloud peripherals; and security, 4 Software and applications includes systems and business management, process; security 2 EUC andincludes information mobility, management; desktops, thin 5 client, 13Includes ~$343mm in internal revenues; 6 Segment level operating income before unallocated corporate expenses of ~$55mm (total operating income of $590mm after corporate expenses)

Support and Deployment – an important driver of Dell’s profitability PrimarilySupport and extended Deployment warranty, is an installation attractive businessand configuration of PCs and servers InSupport EUC, andunit Deploymentsales growth isis tiedunder to secularunit sales pressure in both EUC and ESG DoesIn ESG, drive growth unit salesof Cloud (although represents at lower a challenge margins) 14However, pressures Support and Deployment as Cloud providers typically manage equipment in-house with less appetite for external support

Returns for Dell’s acquisition program remain uncertain OverSignificant $13bn future spent integrationon acquisitions and investmentsince FY08 still to transform required Dell into a solutions-oriented business Sales force integration benefits and cross-selling synergies taking longer to achieve CurrentA number returns of acquisitions are lagging have the required15% IRR additional target by investments the Company to repositiondue, in part, for to growth required or additionalnew business investments opportunities 15As the environment continues to evolve rapidly, additional investments and acquisitions are likely to be required to complete the transformation

Key“New observations Dell” faces integration and competitive risks RemainsModest revenue emerging contribution player in softwarefrom acquisitions and services despite with $13bn1 ~1% share spend RiskWeak of position commoditization in key growth and segments:profit erosion Cloud, in x86 SaaS servers, partly driven by multiple threats from Cloud StorageScale of segmentR&D less share than competitors DellOthers 16.4% 33.4%7.2% EMC 8.8%HP DataHitachi IBM 9.6%Systems 11.3% NetApp 13.3% R&D(Gartner: / % of2012) sales2 $6,302($ in millions) $4,523$5,488 $3,39912% 14% 12% 12% 5%3$2,560 6% 2%$1,072 3% $904 NetworkingDell HPQ IBM segment ORCL share EMC NTAP CSCO Others 1.9%Dell 17.2% Cisco 2.0%Huawei 62.3% 2.1%Brocade 2.6%Juniper LucentAlcatel- 9.1%2.9% HP Server(IDC: 2012)(x86) segment share OracleOthers 16.4% HP Fujitsu3.0% 34.3% Cisco3.6% Dell4.5% 16.0%IBM 22.2% Source:(IDC: 2012) Company filings, FactSet, Gartner, IDC 1Note: Acquisitions “New Dell” include includes AppAssure, servers, networking,Boomi, Clerity, storage, Compellent, ESG-related DFS peripherals, Canada, EqualLogic, services and Exanet, software , as of Q1 InSiteOne, FY14 Kace, Make, Ocarina, Perot, Quest, RNA Networks, Scalent, SecureWorks, SonicWALL and 2Wyse Based on latest reported fiscal year 3 Dell R&D for ESG is ~5% of ESG sales 16

Recent industry research forecasts continued PC deterioration OnPC marketJune 28, outlook 2013, Morgancontinues Stanley to show lowered a secular its 2013decline PC unit forecast from -5% to -10% “Our“…the tablet lack ofunit catalyst growth until rate C4Q of 55% will in likely 2013 drive is unchanged disappointing from near our termprior results”estimate” 55038% CAGRdecrease in IDC ‘16E shipment forecasts since June 2012 2012-16E 5008.4% nts(mm) 7.4% shipme450 4.3% ldwide2005-11A 400 CAGRHistorical: 9.7% Wor1.7% 350 PCs Other(~1.5%)2 sources: 2012-16E CAGR IDC estimates Morgan300 Gartner Stanley1 (Jun (Jun‘13): ‘13): 0.5% (5.3%) Jun ‘12 Sep ‘12 BarclaysDec ‘12 (Mar ‘13): (6.7%) Mar ‘13 ‘09250 ‘10 Jun ‘11 ‘13 ‘12 ‘13 ‘14 ‘15 ‘16 Source:PC shipments IDC, Gartner,declined Morgan 13% YoY Stanley, in Q1 Barclays2013, the largest drop in ~20 years3 1 Represents 2012-15E CAGR 2 Based on preliminary IDC estimates 3 Based on IDC data 17

PC profit pools shifting to segments where Dell is weak FY12Tablets FY17 expected ~(7%) to continue CAGR to cannibalize PC profit pools1 strengthDell PCs: $38bn $26bn Dell~30% Tablets: CAGR $8bn $30bn PCweakness profit pools shifting to lower margin value segment1 ~(9%)FY12 FY17CAGR strengthDell Std / Prem: $34bn $21bn weaknessDell ~4% CAGRValue: $4bn $5bn Dell’sTotal profit build-to-order pool = $38bn model Total less profit suited pool for value= $26bn segments Note:Source: Represents BCG Dell’s fiscal years 181 Profit pool represents weighted average gross profit for each segment multiplied by the total units sold in each segment (Premium: $800+; Standard: $500-$799; Value: <$500)

“Core Dell” and “New Dell” closely linked Revenue“Core Dell” absorbs is critical significant to the transformationoverhead ($38bn1 of “New in “Core Dell” Dell” revenue) “CoreProvides Dell” procurement drives “New scale Dell” as a majority of Support and Deployment, a highly profitable cash flow stream, relies on the sale of PCs “NewCash flow Dell” has business fueled faces“New risks Dell” acquisitions Product integration into solutions is in very early stages Sales force integration is limited to date Cloud– Largest represents customers a substantial are either “Corethreat Dell” or “New Dell” customers with limited cross-selling “CoreThe speed Dell,” of includingtransformation attached is critical Support and Deployment, represents a substantial majority of operating income, which is projected by BCG to decline between 8-15% per year Dell’s“New Dell”rate of operating transformation income is is being projected outpaced by BCG by theto grow rapid 5-8% market per shift year to Cloud ¹Source: Includes BCG desktop, 19 mobility and third-party software and peripherals revenue in FY13

PC exposure will likely continue to weigh on Dell’s share price, regardless of the Enterprise trajectory $40PC revenue1 $30 $20 $10($bn) and next twelve months P/E since 1/11/08 Dell’s$37 NTM P/E multiple peaked at 15.4x in June ‘08 20.0xDell PC revenue1 Dell NTM P/E multiple 10.0x15.0x 0.0x5.0x FY13FY08 Note:Source: Market Company data filings;from 1/11/08 FactSet to 1/11/13 21 UnaffectedPC revenue multipleincludes shown desktops at stockand notebooks price of $10.88 as of 1/11/13 before transaction rumors 20Prior to announcement, Dell’s unaffected NTM P/E multiple was 6.6x2, a decline of 57% from its peak in June ‘08

TransactionAgenda process 3 EvolutionPerspectives of onfinancial Dell today forecasts 12 22 21Evaluation of strategic alternatives 30

KeyContinued metrics deterioration ($ in billions, of exceptDell’s financialper share performancedata) FinalRevenue FY14 Board Case LQA$62.1 1Q FY14 $56.3$56.9 $56.5 EPS1FY12 FY13 $2.10Final FY14 Board Case LQA 1Q FY14 $1.25$1.58 FY12$0.84 FY13 $5.1Operating Final income1 FY14 Board Case LQA 1Q FY14 $3.0$3.7 FY12$2.4 FY13 Free% mgn: cash 8.2%flow 6.4% $3.0$5.2 %FY12 mgn: FY13 8.4% 5.2% ąSource: Excludes Company one-time filings $250mm gain in Q4 FY13 and $70mm gain in Q2 FY12 and Q2 FY13 from vendor settlements 222 Based on $0.2bn net interest expense, 21% tax rate and 1,740mm weighted average shares outstanding

Forecasting has been poor in a challenging environment FY12Quarterly FY13 revenue FY14 andQ1 Q2EPS Q3 performance Q4 Q1 Q2 Q3 Q4 Q1 (Apr) (Jul) (Oct) (Jan) (Apr) (Jul) (Oct) (Jan) (Apr) RevenueResults vs. Revenue ResultsBoard plan vs. ¹ ¹ ¹ EPS EPS Revenue:Board plan Dell has missed 7 out of the last 9 quarters vs. Board plan Source:EPS: Dell Company has missed filings; 4 of Dellthe last management 5 quarters vs.plan Board plan 231 Excludes one-time $250mm gain in Q4 FY13 and $70mm gain in Q2 FY12 and Q2 FY13 from vendor settlements

3Internal weeks forecastsafter approving have been plan, steadily Dell significantly revised downwards missed Q2 and revised EPS guidance down 25% RevenueFY13 FY14 Op. Inc. Revenue Op. Inc. Time Scenario ($bn) ($bn) EPS ($bn) ($bn) EPS frame 57.5July Plan4.0 1.70 $63.0 59.9 $5.2 4.2 $2.27 1.84 $66.0 $5.6 $2.50 (9%)9/21 Case(23%) ~2 (25%) mo. (9%) (25%) (26%) PreliminaryFY13 Actual¹ FY14 Board Case 56.9 3.7 1.58 56.0 3.7 1.59 (1%)(1/18/13) (9% )~4 (7%) mo. (7%) (12%) (14%) (3/13/13)Final FY14 ~2 Board mo. Case 56.5 3.0 1.25² Cumulative1% (19%) (21%) change since July 2012: (10%) (30%) (31%) (14%) (46%) (50%) ~8 mo. ExcludesSource: Company one-time filings; $250mm Dell gain management in Q4 FY13 for and plan $70mm gain in Q2 FY13 from vendor settlements 24Based on $0.2bn net interest expense, 21% tax rate and 1,740mm weighted average shares outstanding

DuringBCG retained the fall to of evaluate 2012, the business Special and Committee options sought input from BCG to independently assess risks and opportunities ScopeFull access of BCG to Dell work senior included: management team and Company information ProspectsFuture of thefor Dell’sPC business transformation FinancialStrategy of cases each to business model varioussegment sensitivities around management’s aspirational cost savings target of $3.3bn1 – CategoriesTwo cost savings of costs realization have been cases identified evaluated for 25% that case translated but not to 75% 25% case and 75% of the aspirational $3.3bn Source:– Savings BCG assumed phased in over 3 years 1 Based on Dell management’s estimated cost savings by FY16 for its fully implemented productivity cost takeout 25

MarketBCG validated shift to valuebusiness segments performance / tablets, challenges where Dell has limited presence BCGSlow enterprisecreated a “basetransformation case” forecast with acquisitionsfor Dell, grounded performing in external below expectationsmarket dynamics Tablets?Combined growing market rapidly revenue and of market PCs and shifting tablets from growing premium at 4% to per value year PCs LowerOther Dell revenue business and operatingsegments incomegrowing relative organically to management in line with forecastthe market OrganizationalBCG identified de-layeringopportunities for 25% Case MarketSimplification performance and labor tracking and transportBCG’s expectations, savings from but building-to-stock no net cost reduction opportunities have been realized 26Source: BCG

BCG “75% Case” is based on an aspirational cost savings target, not concrete initiatives BCGForecasted evaluated operating the impact income if $6.0($ in managementbillions) Commentary achieved 75% of the $5.7BCG aspirational Base Case cost savings of $3.3bn BCG 25%75% Case $5.5 ImpliesWall Street an unrealisticConsensus $5.0Many LQA of the Q1 categories FY141 identified of cost Final consolidated FY14 Board $4.5 Case operating savings marginwere not of specifically $4.010% $3.9vs. 4% $3.8 today2 $3.6 Significant$3.7 portion (~$1.5bn of $3.3bn) is already embedded in Final $4.0 FY14 Board Case $3.4Significant $3.2 portion of any cost $3.4 savings will need to be reinvested in $3.3 the business / would not drop to the $3.0 bottom$3.0 $2.9 line $2.4$2.5 BCG 75% Case FY15 forecast is ~50% higher than current Street consensus FY13E$2.0 FY14E FY15E FY16E FY17E Source:Given aggressive Dell management margin expansion estimates, assumptions,BCG estimates, the Wall BCG Street 75% estimatesCase was asdeemed of 7/3/13 by the Special Committee to be aspirational at best 1 Q1 FY14 operating income of $590mm annualized 27 2 Based on Dell’s Q1 FY14 consolidated operating margin 27

Non-GAAPMargin pressure Q1 FY14 trend resultscontinues ($ inin billions,Q1 FY14 except per share data) Key observations % RevenueVariance aboveVariance Street consensus Q1 FY14 Consensus (to cons.) Q1 FY13 (YoY) ESGRevenue revenue $14.1 up $13.5 10% 43%YoY . $14.4 (2.4%) BRIC% growth and (YoY)China revenue(2.4%) (6.4%) (4.0%) downGross 17%profit and 29. 24% 30. (2.8%)YoY, 32. (8.5%) respectively% margin 20.6% 22.1% 22.0% GrossOperating margin income percentage 0.6 0.8 at (28.2%) % margin 1.0 4.2% (41.6%) 6.1% 7.0% lowest point since Q3 FY11 flowDiluted down EPS 35% $0.21 YoY $0.35 (39.1%) $0.43 (50.9%) Trailing 12 months free cash Source:Free cash Dell flow1 management, ($0.3) ($0.4) FactSet NM Note: Dell fiscal year ended January 1 Free cash flow defined as cash flow from operations less capital expenditures less change in financing receivables 28

TransactionAgenda process 3 EvolutionPerspectives of onfinancial Dell today forecasts 12 22 29Evaluation of strategic alternatives 30

Full range of strategic alternatives considered Levered—SignificantlyBenefits Challenges elevates risk given business Utilize+ Delivers cash upfront flow to cash increase—Constrained to recap outlook (special recurring shareholders domestic cash dividend flow or—Weak public equity story and limited strategic buyback) + Provides opportunity to share upside capital flexibility d ution distrib Regular + +Enhance Dividend dividend payers dividend rewarded increase—Diminishing by market increases marginal returns with yield + EliminateRemove revenue long-term and secular margin—Significant pressure—Limited dis-synergies, cash flow especially to finance with“New volatility Dell” growth Support paration and Deployment, from PC industry—Significant and disruption to EUC time + requiredImprove andfinancial high complexity stability remaining Se + Potentially segments unlocks leverage +- PotentialAbility to competitive focus on core disadvantage business to capacity for remaining businesses DFS domestic OEM’s 30- Significant time required and high complexity vs. financing

Full range of strategic alternatives considered (cont’d) Benefits Challenges Transform-+Grow Enterprise, areas ative Software, and—Limited number of targets of Services businesses in targeted scale at reasonable valuations +Opportunityacquisitions High to improve interloper growth risk for -and key margin profile assets +Immediate- Transaction value size likely creation a deterrent -Sale Views to validated by fact that no +De-risksstrategic standalone plan strategic buyer put forth a proposal 31We thoroughly evaluated all strategic alternatives and determined the $13.65 transaction is the most attractive alternative

Summary of Icahn June 18th /July1 st letter IcahnOverview asks of that Icahn Dell June commence 18th / July a self-tender 1st letter forKey Counterparty unanswered andquestions commitment letter for proposed $14.00 per share, prorated for capped available cash receivables proceeds IcahnImplies and ~$10.00 Southeastern in cash will per notshare tender (~72%) their if sharesall shares Arrangements tender except to provideIcahn and necessary Southeastern1 working capital and liquidity post closing SoutheasternIcahn purchased (~50% ~72mm of shares shares owned) from at $13.52 per share ManagementTogether, they team still ownand ~13%1operating of totalplan shares $7.5bnTotal net Dell funding cash of $15.6bn $5.2bn$2.9bn netsecured financing term receivables loan proceeds Draft agreement not to tender shares (uncommitted) 1To Southeastern elect a slate ofsold directors 0.6mm at additional the next annual shares Icahnsince /it Southeastern sold ~72mm shareholder shares to Icahn agreement on 6/18/13, meeting which to implement would now proposed result in tender ~71% offer2 of all shares tendered, except Icahn and Southeastern; Icahn and Southeastern would 2now Icahn’s have nominationsa combined ownershipinclude Jonathan of ~12% Christodoro, Harry Debes, , Gary Meyers, Daniel Ninivaggi and Rajendra Singh; Southeastern’s nominations include Matthew Jones, Bernard Lanigan, Jr., 32Rahul Merchant, Peter van Oppen, Howard Silver and David Willmott 32

ElevatedLeveraged risks recap due considerations to leverage Poor public-market equity story FY14EElevates operating Dell’s risk income profile has Highly declined levered 46% since the July Plan Deteriorating cash flow metrics FewPotential precedents adverse – employee,particularly vendor in and customer perception Significantly weaker financial technology profile than key enterprise peers DellWeak will financial remain position largely toa PCReduced company float (~2/3 complete of revenues) transformation Value uncertainty 33Dramatically elevated risk profile and uncertainty for existing Dell shareholders

Highly leveraged recap with weak stub does not create value TotalJune 18th cash / availableJuly 1st Icahn for tender letter ($bn) $15.6 Leverage may impair competitive position Cashvs. strongly available capitalized per share, peers: assuming HP, EMC, Icahn and IBM, Cisco 1 $9.94 Southeastern do not tender shares StubNo public equity large-cap value per technology share required to break-even2 $12.79 companies attempt to operate at these Break-evenleverage levels EV / EBITDA multiples for $13.65 aggregate value Poor public-market equity story unlikely to FewFinal precedents FY14 Board case3 4.5x support $13.65 blended value NoneLQA inQ1 tech FY144 sector 5.7x – for a reason Memo: Consensus Dell unaffected 5 3.3x Clear Channel has declined over (70%) GrossPro forma debt leverage / Final FY14 Gross Board debt primaryCase EBITDA metric due3.0x to high 6 required minimum cash Gross leveragedebt / LQA will Q1be nearlyFY14 identicalEBITDA to 6 3.9x Dell’s EBITDA trading multiple prior to Unrealistictransaction multiple expansion required to achieve $13.65 future value parity 1 Cash available per share calculated assuming 1,566mm shares elect to receive cash tender 2 Break-even value per share calculated to provide $13.65 value to shareholders, including partial cash tender distribution and residual equity value 3 Final FY14 Board Case EBITDA of $3,254mm, pro forma for loss of DFS income of $323mm 4 LQA Q1 FY14 EBITDA of $2,569mm, pro forma for loss of DFS income of $323mm 5 Unaffected multiples shown at stock price of $10.88 as of 1/11/13 before transaction rumors 34 346 Final FY14 Board Case EBITDA and LQA Q1 FY14 EBITDA exclude $373mm and $284mm of stock based compensation, respectively

Icahn hasand beenSoutheastern inconsistent concepts about lack per sharecredibility cash to shareholders and aggregate cash proceeds MayMarch 9th 22nd letter: letter: $12.00 $15.00 per shareper share cash cash election election distribution merger ($15.65bn($17.3bn assumed cap / ~58% limit of / shares)80% of shares) ToJune match 18th $13.65letter: $14.00 in cash, per each share of theseself-tender alternatives offer ($15.6bn depends capon a / public~62% ofstub shares) trading at an unrealistic expanded valuation multiple, in the face of declining performance and heightened leverage / risk SoutheasternIcahn has failed has to openly provide opposed most of a the transaction key provisions for $13.65, and mechanics but then sold of the 72mm May shares9th or (~50%June 18th of sharesletter, asowned) requested to Icahn by the for Special $13.52 Committee per share HowOn February can their 8th, rhetoric Southeastern and actions publicized be reconciled? an analysis claiming that Dell is worth almost $24.00 per share 35The Special Committee stands ready to negotiate any proposal that is actionable and potentially superior, but Icahn and Southeastern positions have been inconsistent and their alternative concepts incomplete

Clear Channel highlights risks of levered stub equity InHighfields, response holderto dissident of a 5% shareholders, stake in Clear Clear Channel, Channel opposed offered initiala public offers equity of stub$37.60/share as part of and the $39.00/sharetransaction (~5%) from Bain Capital and Thomas H. Lee Partners, which had no equity stub component StockTransaction price performancecompleted at of$36.00 outstanding (PF leverage stub ($) of $45~9x) and stock has declined ~75% since then 14%Clear Channel Communications / CC Media Holdings S&P 500 1/29/07:7/30/08: TheClear acquisition Channel discloses of Clear Offerthe proposed price: Channel acquisition closes by ($35.98) Bain Capital $36.00 $15 $30 and T.H. Lee Partners for $37.60 $0(75%) Similarities1/1/07 4/20/08 to Dell 8/8/09 transaction 11/26/10 3/15/12 7/3/13 DecliningFounder / growthsponsor and deal negative industry trends SmallLeverage float levels and significantlylower liquidity above for peers the stub following transaction 36Source: Company filings, FactSet, SharkRepellent; Note: CC Media Holdings share price adjusted to Clear Channel basis 36

TargetDramatic stock underperformance price performance for for voted voted down down transactions transactions (2005—2012) AnnouncePrice performance Voted down following vs. unaffected date voted TGCTarget Industries Acquirer DawsonDeclining Geophysical shareholders TGC date Industries down date 03/21/11 LBO 1-year 10/28/11 2-year 10.7% ISS rec. NA For VaxGenDynegy Blackstone OXiGENE Dynegy VaxGen 08/13/10 10/15/09 11/23/10 02/12/10 3 (13.7%) (42.9%) (90.0%) (58.6%) For NA RandolphCablevision Bank Systems & Trust Charles Bank and of the James Carolinas Dolan RandolphCablevision Bank Systems & Trust 05/02/07 04/12/07 10/24/07 11/14/07 3 (54.7%) (13.3%) (28.1%) (61.3%) Against For EddieLear American Bauer Holdings Real Estate Sun PartnersCapital and Lear Golden 02/05/07 Gate 07/16/07 Capital 3 Eddie (60.3%) Bauer (99.0%) Holdings Against 11/13/06 02/09/07 3 (27.2%) (92.1%) For CorningCornell Companies Natural Gas Veritas C&T EnterprisesCapital Cornell Corning Companies Natural 10/09/06 Gas 05/11/06 01/23/07 10/17/06 3 21.5% 22.9% (21.8%) 18.0% Against For MedianMean (17.4%) (13.7%) (54.1%) (59.9%) Source:Average FactSet,1-year and ISS 2-year declines of 17% and 54%, respectively 37Note: Includes transactions 2005 – 2012, U.S. target only

$13.65Substantial represents downside substantial risk to Dell premium shareholders to implied if transaction Dell share rejected prices using current HP P/E multiples $13.65Assuming 57% HP’s premium CY13E 96% P/E1 premium 132% premium $6.95$8.72 Silver$5.88 Lake / Final FY14 Wall Street LQA Michael Dell Board Case Consensus Q1 FY14 Source:EPS: $1.25 Company $1.00 filings, $0.84 FactSet; Market data as of 7/3/13 1 Assumes HP’s CY13E P/E multiple of 7.0x 38 38

AllConclusion: cash offer transaction at a significant, delivers certain highest premium value for shareholders ShareholderComprehensive friendly range processof alternatives and terms evaluated to ensure value was maximized ShiftsHighest all price business available and followingtransaction exhaustive risks to buyer process group 39Avoids high risk of a levered recap and delivers superior value and certainty

AnyForward-looking statements in statements these materials about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other harborstatements provisions containing of the the Private words Securities“estimates,” Litigation “believes,” Reform “anticipates,” Act of 1995. “plans,” Factors “expects,” or risks “will,” that could and similarcause our expressions, actual results other to than differ historical materially facts, from constitute the results forward-looking we anticipate statementsinclude, but within are not the limited meaning to: of(1) the the safe theoccurrence proposed of merger any event, or the change failure or to other satisfy circumstances other conditions that could to completion give rise toof thethe terminationproposed merger, of the mergerincluding agreement; that a governmental (2) the inability entity to may complete prohibit, the delayproposed or refuse merger to duegrant to approval the failure for to the obtain consummation stockholder of approval the for attentiontransaction; from (3) the the Company’s failure to obtain ongoing the businessnecessary operations financing due arrangements to the transaction; set forth and in the(5) debtthe effect and equity of the commitmentannouncement letters of the delivered proposed pursuant merger toon thethe mergerCompany’s agreement; relationships (4) risks with related its customers, to disruption operating of management’s results and Actualbusiness results generally. may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in these materials represent our views as of the date hereof. We obligationanticipate thatto do subsequent so. These eventsforward-looking and developments statements will should cause ournot beviews relied to change.upon as However,representing while our we views may as elect of any to update date subsequent these forward-looking to the date hereof. statements Additional at some factors point inthat the may future, cause we results specifically to differ disclaim materially any from headingthose described “Item 1A—Risk in the forward-looking Factors,” and statements in subsequent are set reports forth onin theForms Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, under the 4010-Q and 8-K filed with the SEC by the Company.

Additional information and where to find It statementIn connection and witha form the of proposed proxy have merger been transaction, mailed to the the Company’s Company filed stockholders. with the SEC Stockholders a definitive are proxy urged statement to read the and proxy other statement relevant documents, and any other including documents a form filed of proxywith the card, SEC on in May connection 31, 2013. with The the definitive proposed proxy merger Investorsor incorporated will be by able reference to obtain in athe free proxy copy statement of documents because filed they with contain the SEC important at the SEC’s information website about at http://www.sec.gov. the proposed merger. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the [email protected]’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by directing a request to: Dell Inc. One Dell Way, Round Rock, 78682, Attn: Investor Relations, (512) 728-7800, CompanyThe Company in favor and ofits the directors, proposed executive merger. officers Information and certainregarding other the members persons whoof management may, under andthe rulesemployees of the SEC,of the be Company considered may participants be deemed in “participants” the solicitation in ofthe the solicitation stockholders of proxies of the Companyfrom stockholders in connection of the with the relevantproposed documents merger, and filed their with direct the or SEC. indirect You interests, can find byinformation security holdings about the or Company’sotherwise, which executive may beofficers different and from directors those in of its the Annual Company’s Report stockholders on Form 10-K generally, for the is fiscal set forth year in ended the definitive February proxy 1, 2013 statement (as amended and the with other 41the filing of a Form 10-K/A on June 3, 2013 containing Part III information) and in its definitive proxy statement filed with the SEC on Schedule 14A on May 24, 2012.