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D E L 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 June 2013

Presentation to Dell’s investors Alex Mandl (Chairman), Former President, COO & CFO of AT&T Laura Conigliaro, Retired Partner of Goldman Sachs Janet Clark, EVP & CFO of Marathon Oil Ken Duberstein, ProxyChairman solicitor & CEO Boston of The Consulting Duberstein Group Group Management Special Committee consultant Debevoise 1 & Plimpton LLP Morris, Nichols, Arsht & Tunnell LLP Legal counsel J.P. Morgan Evercore Partners Financial advisors MacKenzie Partners

Agenda Transaction process 3 Perspectives on Dell today Overview of financial forecasts 21 12 Evaluation of strategic alternatives 29 2

Process led by experienced and independent Special Committee Ken Duberstein Director Chairman & CEO of The Duberstein Group Other experience Former White House Chief of Staff (Reagan) Lead Director, The EnergyBoeing EVPCompany of Santa Chairman, Fe Snyder Governance Investment Committee, banker at The FirstTravelers Boston Companies Corporation Former Director Presiding of four Director, nonprofit ConocoPhillips organizations LauraJanet ClarkConigliaro Director Director EVP Retired& CFO Partnerof Marathon of Goldman Oil Other Sachs experience Other experience SVP & CFO Co-Director of Nuevo of CommitteeGoldman Sachs Former Americas President, Equity COO Research & CFO Coveredof AT&T computer Other experience systems sector Chairman as Technology of Gemalto Equity President Research & CEO business of Gemplus leader Former Director director of Infoblox, of Pfizer, Arista Visteon Networks Corp., and Hewett Genpact Associates, Alex Mandl AT&T, Chairman General of Instrument Special andCorp. strategic and Warner advisors Lambert 3 The 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 forRoss Economic Perot Jr. GrowthDirector Independent Chairman, Hillwood directors unanimouslyOther experience approved Founder, transaction James Breyer1 (acquired Director by Dell Partner, in 2009) Accel Chairman, Partners Air Other Force experience Memorial McKinsey Foundation & CompanyChairman, Product Governor’s marketing Task Forceand management at Apple NationalComputers Infrastructure and Hewlett- Advisory Packard CouncilLead Independent Current Director Director, of BarrackWal-Mart Gold Stores Corp., Donald Hawaiian Carty Holdings Director Chairman,and Porter VirginAir William America Gray Other III Director experience Chairman, Chairman Gray & GlobalCEO of Strategies AMR and Other American experience Airlines Co-Chairman CEO of CP Air OtherGrayLoefferler, experience LLC CEO, Chairman, Philips’ Components The Amani GroupDivision CEO, President, The College Philips Fund Taiwan / UNCF MD, Congressman,Philips Display US Components House of Representatives, Member of Asia 1979- Business 1991 Council Gerard and Kleisterlee Dutch Innovation Director President Platform &Klaus CEO, Luft Royall Director Philips Founder, Electronics AdobeArtedona Other AG experience Other experience Key product Owner research & President, and development MATCH – Marketpositions Access at Adobe Services Co-founder, Vice Chairman Pictra Director & International of desktop Advisor, and collaboration Goldman Sachsproducts CEO, at Silicon Nixdorf Graphics Computer Apple Shantanu Computer Narayen 4 1 James Director Breyer President will not & beCEO, seeking re-election as a director maximizedGoing private Shifts delivers all business highest valueand transaction for Dell’s shareholdersrisks to buyer All group cash Avoidsoffer at higha significant, risk of a certainlevered premium recap and Comprehensive delivers superior range value of alternatives and certainty evaluated 5 Shareholder friendly process and terms to ensure value was

Transaction highlights $13.65 per share in cash provides significant, immediate and certain premium 37% premium over 90 calendar day trading average and 25% premium over 1-day price1 Negotiations resulted in 6 go-shopprice increases process and Blackstone $4 billion terminated of additional participation value Rigorous after rigorous process diligenceincluding process robust go-shopIcahn did In not total, follow 21 strategic through andon his 52 preliminary financial buyers proposal participated Icahn and Blackstone Southeastern and submitted Carl Icahn a submittedletter on May preliminary 9th, and proposalsIcahn submitted during a transactionnew letter on at Junesignificant 18th, each premium outlining given alternative high and conceptsgrowing Icahnrisks Increasingly and Southeastern negative have trends not provided in core PCrequested markets details Enterprise on financing segment terms, depends structure on core or PCremedies business for Transformationfailure to close forfaces either execution alternative and competitiveconcept All cashchallenges buyer6 1 Premiums group based on unaffected price as of the last trading day (1/11/13) before rumors of a possible going-private transaction were first published Transaction transfers all risks and uncertainties of the business to the financialProcess was advisor rigorous, to review objective process and and competitive run go-shop Prior Aggressive to signing, go-shop, 3 leading 70 financial parties participatedsponsors conducted and 2 indications due diligence of interest but 2 declined submitted to (Blackstonesubmit firm offers,and Icahn) citing Blackstone challenges and in PCIcahn business provided Evercore access retained to management as independent and Specialdiligence Committee’s materials Icahn consent and requiredSoutheastern for Michael submitted Dell’s a letter agreement on May with 9th, any and bidder Icahn submittedMichael Dell a new agreed letter to on vote June at least18th, pro each rata outlining for any alternativesuperior proposal concepts Transaction requires agreed approval to work by in holdersgood faith of a with majority any bidder of the financialunaffiliated alternatives shares1 Established Retained BCG favorable to assist rules the ofSpecial engagement Committee Highly to evaluatecompetitive strategic process options including Rigorous robust review go-shop of strategic The Special alternatives Committee 7 1 Unaffiliated has met over shares 40 times represent since sharesinception not Consideredheld by Michael broad Dell, range management of strategic andand related entities formed(CHART) Late 5/9/13 Oct BCGIcahn hired / Southeastern 3/22/13 Active submit go-shop letter outlining ends; Icahn recap and concept Blackstone $4 billion submit in additional proposals value 12/11-12/23/12 created. 8 Progression Sponsor C entersof Silver process Lake butbids declines (offer price to bid per 10/23/12 share) and Initial key bidsevents (Sponsor 8/20/12 B Special bids $12.00—$13.00) Committee (Pre-GS2/5/13 Go-shop report)1 begins $9.64 12/4/121/11/13 Sponsor(Unaffected)2 B declines $10.88 to 1bid Represents $13.65 2/5/13 day prior Announces to Goldman transaction Sachs Researchat offer price report of on$13.65 possible (CHART) Dell going-private Represents Silver transaction Lake bids2 Unaffected Dell share based price: on 10/22/12 the last trading (Pre-initial day beforebids) $9.59 rumors 11/30/12 of a Icahnpossible / Southeastern going-private 6/18/13 transaction Icahn weresubmits first letter published outlining Aug tender Dec Janoffer Feb concept Mar Oct Sept Nov Apr May June ‘13 4/18/13 Blackstone drops out of process 5/13/13 Special Committee requests additional information from

(CHART) . despite deteriorating financial outlook 9 (Current) Progression of FY14 Street consensus EPS estimates 11/15/12 (Q3 FY13 earnings) 8/21/12 (Q2 FY13 earnings) 2/19/13 (Q4 FY13 earnings) Street consensus Janestimates Feb Mar 2/5/13 Oct TransactionSept Nov Apr announced (Current %estimate) ^ since AugAug Dec2012: Jan (50%) Feb Mar5/16/13 Oct (Q1Sept FY14 Nov Aprearnings) May June Source: ‘13 ThomsonOne; Current estimate as of 6/21/13 50% decrease in FY14 estimates since August 2012 Aug Dec

(CHART) $13.65/share represents 5.4x Final FY14 Board Case EBITDA 63% premium to next twelve months (“NTM”) EBITDA multiple on 1/11/13, prior to deal rumors 77% premium to average NTM EBITDA consensusmultiple since estimates June 2012 2 Based Significantly on last quarter exceeds annualized Dell’s multiples 1Q FY14 over EBITDA the last ofyear $2,892mm Attractive 3 premiumBased on to Final trading FY14 multiple Board Source:Case EBITDA Company of filings;$3,577mm FactSet 4 Represents for next twelve unaffected months multiple (“NTM”) based EBITDA on the last1 Based trading on Streetday (Final(1/11/13) FY14 before Board rumors Case): of a5.4x3 possible Offer going-private multiple (Last transaction quarter wereannualized first published (LQA) 1Q 10 FY14):Actual period 6.7x2 average: 3.0x Enterprise value / next twelve months EBITDA1 Dell (Consensus EBITDA): 3.3x4 Offer multiple

Agenda Transaction process 3 Perspectives on Dell today 12 Overview of financial forecasts 21 Evaluation of strategic alternatives 29 11 networking,Transition to storage, “New Dell” ESG-related depends peripherals, on “Core Dell” services performance and software 12 1 as“Core of Q1 Dell” FY14 includes “Core Dell“1mobility, (Transactional) desktops, thin Characteristics client, third-party Dell software strategy andEnd EUC-related User Computing peripherals Declining as ofdemand Q1 FY14 Positive 2 “New cash Dell” flow includes Global scale servers, Strong Investbrand Continueorganically cash & inorganicallygeneration Mitigate Leverage volatility footprint Fund Integrated & Pull-through offerings “NewGlobal Dell“2 expansion (Solutions) Enterprise Solutions and Services Faster growth Expanding margins Higher recurring revenue Outpace market growth services,(CHART) including (CHART) support Services and accounts deployment, for a infrastructure,majority of operating cloud and income security, 13 Source: and applications Company andfilings business (based process; on realigned 2 EUC global includes operating mobility, segments desktops, as of thin Q1 client,FY14) third-party 1 Services softwareincludes aand broad EUC-related range of IT peripherals; and business 3 operatingESG includes income servers, before networking, unallocated storage corporate and expenses ESG-related of ~$55mm peripherals; (total 4 operating Software incomeincludes of systems $590mm management, after corporate security expenses) and informationServices is largest management; driver of 5 operatingIncludes ~$343mmincome ~15% in internal of revenue revenues; but over 6 Segment 55% of margin level competitiveLarge portion risks of Services Commoditization is tied to Support in servers and Emerging Deployment player Represents in software ~57% Weak of Services position revenue in growth Headwinds segments in (e.g., PC and Cloud, Servers SaaS) will EUC impact margins Support continue and Deployment to be under ESG pressure and Software due to PC face market integration fundamentals and other Q1 FY14 $14,4175Revenue ($mm) ($85) $136Q1 FY14 $224 Operating $370 $6456 income ($mm) Dell Q1 FY14 performance Key observations / implications Software4 ESG3 EUC2 Services1 Software4 ESG3 EUC2 Services1 $295 $3,093 $8,920 $2,109

Support and Deployment – an important driver of Dell’s profitability 14 Support and Deployment is an attractive business Primarily extended warranty, installation and configuration of PCs and servers Support and pressuresDeployment Support is tied and to unitDeployment sales in both as Cloud EUC providersand ESG typicallyIn EUC, unitmanage sales equipment growth is in-houseunder secular with lesspressure appetite In ESG, for external growth supportof Cloud represents a challenge Does drive unit sales (although at lower margins) However,

“New Dell” faces integration and competitive risks 15 Source: Company filings, FactSet, Gartner, IDC Note: “New Dell” includes servers, networking, storage, ESG-related peripherals, services and software as of Q1 andFY14 Wyse 1 Acquisitions 2 Based on include latest reported AppAssure, fiscal Boomi, year 3 DellClerity, R&D Compellent, for ESG is DFS~5% Canada,of ESG salesEqualLogic, Server (x86)Exanet, segment Force10, share InSiteOne, Storage segment Kace, Make, share Ocarina, Networking Perot, segment Quest, share RNA (CHART) Networks, (CHART) Scalent, SecureWorks, (CHART) R&D SonicWALL / % of andsales2 services (CHART) with (IDC: ~1% share2012) Weak (Gartner: position 2012) in (IDC: key growth 2012) segments:Scale of R&D Cloud, less SaaS than Riskcompetitors of commoditization ($ in millions) and Modest profit revenueerosion incontribution x86 servers, from partly acquisitions driven by despite multiple $13bn1 threats spend from RemainsCloud Key emerging observations player 5%3 in software

(CHART) PC market fundamentals are deteriorating rapidly 16 Source: IDC, Gartner, Morgan Stanley, Barclays 1 Based on preliminary IDC estimates 2 Represents 2012-15E CAGR 3 Based on IDC data PC 7.4%competition 8.4% 4.3% intensifying 1.7% Gartner: PC market 0.5% outlook Morgan continues Stanley2: to (1.9%) deteriorate Barclays: 38% decrease(6.7%) Asian in IDC vendors ‘16E shipmentbecoming forecasts increasingly PCs aggressive,Worldwide competingshipments (mm)with operating IDC estimates margins 2005-11A in low single CAGR digits Historical: and gaining 9.7% share2012-16E Dell’s CAGR share 16Edeclined CAGR to 11.1% (~1.5%)1 in FY13 from 15.0% in FY08 Emerging threats from new competitors and alternative mobile devices PC shipments declined 13% YoY in Q1 2013, the largest drop in ~20 years3 Other sources: 2012- segmentPC profit (Premium:pools shifting $800+; to segments Standard: where $500-$799; Dell is weak Value: Source: <$500) BCG 17 Note: Tablets Represents expected Dell’s to continue fiscal years to cannibalize 1 Profit pool PC represents profit pools1 weighted FY12 average FY17 gross PCs: profit $38bn for $26bn each segment~(7%) CAGR multiplied Tablets: by the $8bn total $30bn units sold ~30% in eachCAGR strengthDell strength Dell weaknessDell weakness FY12 PC FY17 profit Dell’s pools build-to-order shifting to lower model margin less suited value forsegment1 value segments Total profit pool = $38bn Total profit pool = $26bn Value: $4bn $5bn ~4% CAGR Std / Prem: $34bn $21bn ~(9%) CAGR Dell

“New“Core Dell” asand a “Newmajority Dell” of Support closely linkedand Deployment, “Core Dell” a ishighly critical profitable to the transformation cash flow stream, of “New relies Dell” on the Revenue sale of PCsabsorbs Cash significant flow has fueledoverhead “New ($38bn1 Dell” inacquisitions “Core Dell” “New revenue) Dell” Provides business procurementfaces risks Product scale “Core integration Dell” intodrives transformationsolutions is in very is critical early stages“Core SalesDell,” force including integration attached is limitedSupport to and date Deployment, Largest customers represents are eithera substantial “Core Dell”majority or “New of operating Dell” customers income, which with limited is projected cross-selling by BCG Cloud to decline represents between a substantial 8-15% per threat year “NewThe speed Dell” of andoperating peripherals income revenue is projected in FY13 by BCG to grow 5-8% per year Dell’s rate of transformation is being outpaced by the rapid market shift to Cloud 18 Source: BCG 1 Includes desktop, mobility and third-party software

Trading multiples pressured by dependence on PC revenue Revenue mix trend (CHART) Source: Company filings; FactSet Note: Fiscal year ended January; “New Dell” includes servers, networking, storage, services Force10,and software InSiteOne, as of FY13; Kace, “Core Make, Dell” Ocarina, includes Perot, mobility, Quest, RNA desktop, Networks, third-party Scalent, software SecureWorks, and peripherals SonicWALL as of FY13 and Wyse 1 Acquisitions 2 NTM represents include AppAssure,next twelve Boomi,months 3Clerity, FY13 NTMCompellent, metrics DFS based Canada, on Dell’s EqualLogic, unaffected Exanet, price and transitionenterprise valueTotal asrevenue of 1/11/13 NTM2 and EV Street / EBITDA consensus NTM2 estimates P / Eas $61bn of 2/1/13, 6.4x prior 12.9x to $57bnthe announcement 3.3x 6.6x 19 of 3the 3 transaction 19 acquisitions totaling $13bn1 Dell has suffered severe multiple contraction during the continuing

Agenda Transaction process Perspectives on Dell today Evolution of financial forecasts 21 3 12 Evaluation of strategic alternatives 29 20

Free cash flow (CHART) (43%) % mgn: 8.4% 5.2% Continued deterioration of Dell’s financial performance 21 Key metrics ($ in billions, except per share data) Revenue (CHART) (8%) Operating income1 (CHART) 21%(28%) tax % rate mgn: and 8.2% 1,740mm 6.4% Source:weighted Company average filingsshares outstanding1 Excludes one-timeFinal FY14 $250mm Board gainCase in LQA Q4 FY131Q FY14 and Final$70mm FY14 gain Board in Q2 Case FY12 LQA and 1QQ2 FY14FY13 EPS1from vendor(CHART) settlements (25%) Final 2 Based FY14 on Board $0.2bn Case2 net interest LQA 1Q expense, FY14 settlementsForecasting 1 has Quarterly been poor revenue in a challenging and EPS performance environment Revenue: 22 Source: Dell Companyhas missed filings; 7 out of Dell the management last 9 quarters plan vs. 1Board Excludes plan EPS:one-time Dell $250mm has missed gain 4 of in theQ4 last FY13 5 quarters and $70mm vs. Board gain planin Q2 Revenue FY12 and EPS Q2 1 FY131 from vendor

Internal forecasts have been steadily revised downwards $2.27 $2.50 1.70 1.84 1.59 $5.2 $63.0 $5.6 $66.0 4.2 59.9 4.0 57.5 3.7 (7%) (12%) (14%) ~2 mo. ~4 mo. (9%) (25%) (26%) (9%) (23%) (25%) 56.0 3 (19%)weeks after(21%) approving ~2 mo. 56.5 plan, 1.252 Dell FY14significantly EPS Op. missed Inc. ($bn) Q2 and Revenue revised ($bn) EPS guidanceEPS Op. Inc.down ($bn) 25% Revenue (14%) (46%) ($bn) (50%) FY13 CumulativeTime frame changeScenario since Source: July 2012:Company ~8 mo. filings; 1.58 Dell3.7 (1%) management (9% ) (7%) for 56.9plan FY131 Excludes Actual1 one-time 3.0 1% Plan$250mm 9/21 gainCase in Preliminary Q4 FY13 and FY14 $70mm Board gain Case in (1/18/13) Q2 FY13 Final from FY14 vendor Board settlements Case (3/13/13) 2 Based on $0.2bn net interest expense, 21% tax rate and 1,740mm weighted average shares outstanding 23 (10%) (30%) (31%) July

BCG retained to evaluate business and options During the fall of 2012, the Special Committee sought input from BCG to independently assess risks and opportunities Full access to Dell senior management team and aspirationalCompany information cost savings Scope target of of BCG $3.3bn1 work – included: Two cost Futuresavings of realization the PC business cases evaluated Prospects that for translatedDell’s transformation to 25% and Strategy75% of the of aspirationaleach business segment Financial cases to model various sensitivities around management’s implemented$3.3bn – Categories productivity of costs cost have takeout been identified for 25% case but not 75% case – Savings assumed phased in over 3 years 24 Source: BCG 1 Based on Dell management’s estimated cost savings by FY16 for its fully

“baseBCG validatedcase” forecast business for performanceDell, grounded challenges in external Market market shift dynamics to value segmentsCombined / tablets, market where revenue Dell of has PCs limited and tablets presence growing Slow atenterprise 4% per yeartransformation Tablets growing with acquisitions rapidly and performing market shifting below fromexpectations premium BCG to value created PCs a SimplificationOther Dell business and labor segments and transport growing savingsorganically from in building-to-stock line with the market Market Lower performance revenue and tracking operating BCG’s income expectations, relative to butmanagement no net cost forecast reduction BCG opportunities identified opportunities have been realized for 25% 25 Case Source: Organizational BCG de-layering

(0.2%)Dell significantly FY13 – FY17E underperforming CAGR BCG BCG 75% forecasts Case: 9.3% 26 Source: $3.9 $3.9 Dell 1 management,Operating income BCG ($ forecasts, in billions) Wall BCG Street Base estimates Case: (6.2%)as of 6/21/13 $3.9 1 1Q FY14 operating income of $590mm annualized (CHART) BCG 25% Case:

Margin pressure trend continues in Q1 FY14 27 Source: Dell management, FactSet Note: Dell fiscal year ended January 1 Free cash flow defined as cash flow from operations less capital expenditures less change in respectivelyfinancing receivables Gross margin Non-GAAP percentage Q1 atFY14 lowest results point ($ since in billions, Q3 FY11 except Trailing per share12 months data) freeKey cashobservations flow down Revenue 35% YoY above 1 Street consensus ESG revenue up 10% YoY BRIC and China revenue down 17% and 24% YoY,

Agenda Transaction process Perspectives on Dell today Evolution of financial forecasts 21 3 12 Evaluation of strategic alternatives 29 28

DFSFull rangeEUC ofUtilize strategic cash alternatives flow to increase considered dividend 29 BenefitsDividend Challenges payers rewarded Enhanced by market capital Constraineddistribution Separationrecurring domestic Regular dividendcash flow increase Diminishing Levered marginal recap (specialreturns with dividend yield or increases buyback) Delivers upfront cash to shareholders focusProvides on coreopportunity business to vs. share financing upside PotentialSignificantly competitive elevates disadvantagerisk given business to domestic outlook OEM’s Weak Significantpublic equity time story required and limited and high strategic complexity flexibility Remove Potentially revenue unlocks and margin leverage volatility capacity Improve for remaining financial businesses stability EliminateAbility to requiredlong-term and secular high pressurecomplexity from PC industry Significant dis-synergies, especially with Support and Deployment, and disruption to remaining segments Limited cash flow to finance “New Dell” growth Significant time

Full range of strategic alternatives considered (cont’d) 30 Benefits Challenges We thoroughly evaluated all strategic alternatives and determined the $13.65 transaction is the most attractive alternative Transform- ative keyacquisitions assets Sale Grow to strategic Enterprise, Immediate Software, value and creationServices De-risks businesses standalone in targeted plan areas Transaction Opportunity size likelyto improve a deterrent growth Views and margin validated profile by fact Limited that no number strategic of buyertargets put of forthscale aat proposal reasonable valuations High interloper risk for

Summary of Icahn June 18th letter 31 Key unanswered questions Proposed financing details, including draft commitment letters Counterparty and commitment letter for proposed receivables sale Arrangements to Christodoro,provide necessary Harry working Debes, Carlcapital Icahn, and liquidityGary Meyers, post closing Daniel ManagementNinivaggi and team Rajendra and operating Singh; Southeastern’s plan Draft agreement nominations not to includetender shares Matthew Icahn Jones, / Southeastern Bernard Lanigan, shareholder Jr., Rahul agreement Merchant, 1 Icahn’s Peter nominations van Oppen, include Howard Jonathan Silver exceptand David Icahn Willmott and Southeastern Overview ofIcahn Icahn and June Southeastern 18th letter will Icahn not asks tender that their Dell sharescommence Icahn a purchasedself-tender ~72mm for $14.00 shares per from share, Southeastern prorated for (~50%capped of available shares owned) cash Implies at $13.52 ~$10.00 per share in cash Together, per share they (~72%) still own if all ~13% shares of tender total proposedshares Total tender net offer1funding of $15.6bn $7.5bn Dell cash $2.9bn net financing receivables proceeds (uncommitted) $5.2bn bridge loan (uncommitted) To elect a slate of directors at the next annual meeting to implement

FY14ELeveraged operating recap considerations income has declined 32 Elevated 46% sincerisks thedue Julyto leverage Poor public-market equity story Highly levered Deteriorating cash flow metrics Few precedents Reduced float Value uncertainty Elevates Dell’s risk profile (~2/3Plan Potential of revenues) adverse Dramatically employee, elevated vendor andrisk customer profile and perception uncertainty Significantly for existing weaker Dell shareholders financial profile than key enterprise peers Weak financial position to complete transformation Dell will remain largely a PC company dilutedLiquidity shares deficiencies outstanding in Icahn of 1,788 June Icahn 18th letterconcept 33 wouldNote: Allonly values fund theshown equivalent as $ in billions;of an ~$8 Assumes per share transaction cash distribution, date of 7/31/13;even if fully Assumes financed management (CHART) cash Liquidity ($13.3bn) to fund and Dell debt debt ($6.8bn) maturities estimates through as of April 7/31/13 2014 and $2.9bn sharepotential cash funding distribution shortfall if 87.5% Assumes of shares funding elect from tender uncommitted bridge loan ($5.2bn), Dell cash and sale of receivables Additional liquidity equal to Silver Lake undrawn revolver at closing Equivalent to an $8.15 per

34 Multiple expansion required is unrealistic Illustrative aggregate package value 1 Cash available per share calculated assuming 1,564mm shares elect to receive cash tender 2 Final FY14 Board Case EBITDA of 1/11/13,$3,254mm, unaffected pro forma before for losstransaction of DFS rumors income Break-even of $323mm EV 3 LQA/ EBITDA Q1 FY14 trading EBITDA multiples of $2,569mm,for $13.65 aggregate pro forma value for loss 6/18/13 of DFS Icahn income letter Icahnof $323mm adjusted 4 Unaffectedfor incremental multiples liquidity shown needs at Significantstock price multipleof $10.88 expansion as of adjustingrequired to for achieve liquidity $13.65 constraints, value parity ~40% in ofthe the face package of deteriorating value would financial have performanceto come from and stub high equity leverage Given Highly high leverage, uncertain EBITDA stub value multiple Negative would earnings be the / business primary trajectory valuation makes method multiple expansion less likely After

Icahn and Southeastern concepts lack credibility 35 Icahn has been inconsistent about per share cash to shareholders and aggregate cash proceeds March 22nd letter: $15.00 per share cash election merger ($15.65bn cap / cash,~58% each of shares) of these May alternatives 9th letter: depends $12.00 onper a share public cash stub election trading distributionat an unrealistic ($17.3bn expanded assumed valuation limit multiple,/ 80% of inshares) the face June of 18thdeclining letter: performance $14.00 per shareand heightened self-tender leverage offer ($15.6bn / risk Despite cap / ~62% extensive of shares) due diligence To match over $13.65 many in provisionsmonths, Icahn and has mechanics not secured of the committed May 9th financingor June 18th for letter,any of as these requested schemes by Further,the Special the Committeeterms do not Southeastern provide sufficient has openly liquidity opposed for the a transactioncompany to for operate $13.65, after the transaction Icahn has failed to provide any of the key actionsbut then be sold reconciled? 72mm shares The Special (~50% Committeeof shares owned) stands readyto Icahn to negotiatefor $13.52 any per proposal share On that February is actionable 8th, Southeastern and potentially publicized superior, anbut analysis Icahn and claiming Southeastern that Dell positions is worth have almost been $24.00 inconsistent per share and theirHow alternativecan their rhetoric concepts and incomplete

Highfields, holder of a 5% stake in Clear Channel, opposed initial offers of $37.60/share and $39.00/share from Bain Capital and Thomas H. Lee Partners, which had no equity stub component In response to dissident leveredshareholders, stub equity Clear Channel36 Source: offered Company a public filings, equity FactSet, stub as SharkRepellent; part of the transaction Note: CC(~5%) Media Transaction Holdings completed share price at adjusted$36.00 (PF to Clearleverage Channel of ~9x) basis and Stock stock pricehas declined performance ~73% of since outstanding then Clear stub Channel ($) (CHART) highlights (73%) risks 12% of growthOffer price: and negative$36.00 1/29/07: industry Clear trends Channel Leverage discloses levels significantly the proposed above acquisition peers following by Bain Capital transaction and T.H.Small Lee float Partners and lower for $37.60liquidity 7/30/08: for the Thestub acquisitionSimilarities of to Clear Dell transactionChannel closes ($35.98) Founder / sponsor deal Declining

AverageDramatic 1-year underperformance and 2-year declines for voted of 17% down and transactions 54%, respectively 37 Target stock price performance for voted down transactions (2005—2012) Source: FactSet, ISS Note: Includes transactions 2005 – 2012, U.S. target only maximizedConclusion: Highest transaction price delivers available highest following value exhaustivefor shareholders process 38 Shifts All cash all businessoffer at a andsignificant, transaction certain risks premium to buyer Comprehensive group Avoids high range risk of ofalternatives a levered evaluatedrecap and Shareholderdelivers superior friendly value process and certainty and terms to ensure value was

Forward-looking statements 39 Any statements in 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 withinproposed the merger, meaning and of otherthe safe statements harbor containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements anyprovisions event, changeof the Private or other Securities circumstances Litigation that couldReform give Act rise of 1995.to the Factorstermination or risks of the that merger could agreement;cause our actual (2) the results inability to differ to complete materially the fromproposed the results merger we due anticipate to the failure include, to obtain but are stockholder not limited approval to: (1) the for occurrence the proposed of failuremerger toor obtainthe failure the necessary to satisfy financingother conditions arrangements to completion set forth of in the the proposed debt and merger, equity commitmentincluding that letters a governmental delivered pursuantentity may to prohibit,the merger delay agreement; or refuse (4) to risksgrant related approval to disruptionfor the consummation of management’s of the attentiontransaction; from (3) the the ActualCompany’s results ongoing may differ business materially operations from due those to indicatedthe transaction; by such and forward-looking (5) the effect of statements. the announcement In addition, of the the proposed forward- merger looking on statements the Company’s included relationships in these materials with its representcustomers, our operating views as results of the anddate business hereof. Wegenerally. obligationanticipate thatto do subsequent so. These eventsforward- and looking developments statements will shouldcause our not viewsbe relied to change. upon as However, representing while our we views may aselect of anyto update date subsequent these forward-looking to the date hereof.statements Additional at some factors point in that the may future, cause we resultsspecifically 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 10^Q and Annual 8^K filedReport with on theForm SEC 10^K by thefor theCompany. fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, under the card,Additional on May information 31, 2013. andThe where definitive to find proxy It 40 statement In connection and a withform the of proposedproxy have merger been mailedtransaction, to the the Company’s Company stockholders.filed with the StockholdersSEC a definitive are proxyurged statementto read the and proxy other statement relevant anddocuments, any other including documents a form filed of with proxy the documentsSEC in connection filed with with the the SEC proposed at the SEC’s merger website or incorporated at http://www.sec.gov. by reference in In the addition, proxy statement investors because may obtain they acontain free copy important of the Company’sinformation filingsabout thewith proposed the SEC merger. from the Investors Company’s will bewebsite able to at obtain a free copy of [email protected]://content.dell.com/us/en/corp/investor-financial-reporting.aspx The Company and its directors, executive or by officers directing and a requestcertain otherto: Dell members Inc. One of Dell management Way, Round and Rock,employees Texas of 78682, the Company Attn: Investor may be Relations, deemed “participants” (512) 728-7800, in the solicitation of proxies Companyfrom stockholders in connection of the with Company the proposed in favor merger, of the proposedand their merger.direct or Information indirect interests, regarding by security the persons holdings who ormay, otherwise, under the which rules may of the be SEC,different be consideredfrom those participantsof the Company’s in the solicitationstockholders of generally, the stockholders is set forth of the in the Februarydefinitive 1,proxy 2013 statement (as amended and thewith other the filingrelevant of adocuments Form 10-K/A filed on with June the 3, SEC. 2013 You containing can find Part information III information) about the and Company’s in its definitive executive proxy officers statement and directorsfiled with in the its SECAnnual on ScheduleReport on 14A Form on 10-K May for 24, the 2012. fiscal year ended