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JuneD 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 LegalSpecial counsel Committee ManagementFinancial advisors consultant AlexProxy Mandl solicitor (Chairman), Former President, COO & CFO of AT&T Laura Conigliaro, Retired Partner of Goldman Sachs Janet Clark, EVP & CFO of Marathon Oil Ken Duberstein, Chairman & CEO of The DebevoiseDuberstein &Group Plimpton LLP J.P.Morris, Morgan Nichols, Arsht & Tunnell LLP BostonEvercore Consulting Partners Group 1MacKenzie Partners

TransactionAgenda process 3 Perspectives on Dell today 13 Overview of financial forecasts 21 2Evaluation of strategic alternatives 29

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 ChairmanDirector & CEO of The Duberstein Group FormerOther experience White House Chief of Staff (Reagan) BoeingLead Director, Company The 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 III 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 Perot Systems (acquired by Dell in 2009) Chairman, Governor’sAir Force Memorial Task Force Foundation for Economic Growth 41 James Breyer will not be seeking re-election as a director

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

$13.65 per share in cash provides significant, immediate and certain premium Negotiations37% premium resulted over 90 in calendar6 price increases day trading and $4average billion and of additional25% premium value over 1-day price1 InRigorous total, 21 process strategic including and 52 robustfinancial go-shop buyers participated –Blackstone Blackstone and terminated Carl Icahn participation submitted afterpreliminary rigorous proposals diligence duringprocess go-shop process Icahn– Icahn and did Southeastern not follow through submitted on ahis letter preliminary on May 9thproposal outlining an alternative transaction n– IcahnAll cash and transaction Southeastern at significant have not provided premium requested given high details and growingon financing risks terms, structure or remedies for failure to close n IncreasinglyEnterprise segment negative depends trends inon corecore PCPC markets business TransactionTransformation transfers faces allexecution risks and and uncertainties competitive ofchallenges the business to the buyer group 61 Premiums based on unaffected price as of the last trading day (1/11/13) before rumors of a possible going-private transaction were first published

Process was rigorous, objective and competitive Rigorous review of strategic alternatives HighlyEstablished competitive favorable process rules includingof engagement robust go-shop ConsideredThe Special broadCommittee range hasof strategic met over and 40 timesfinancial since alternatives inception MichaelRetained DellBCG agreed to assist to thework Special in good Committee faith with to any evaluate bidder strategic options MichaelSpecial Committee’s Dell agreed to consent vote at required least pro for rata Michael for any Dell’ssuperior agreement proposal with any bidder PriorTransaction to signing, requires 3 leading approval financial by holders sponsors of a conducted majority of due the diligence unaffiliated but 2shares1 declined to submit firm offers, citing challenges in PC business Evercore retained as independent financial advisor to review process and run go- submittedshop Aggressive a letter go-shop, on May 9th70 partiesoutlining participated an alternative and 2transaction indications of interest submitted (Blackstone and Icahn) Blackstone and Icahn provided access to management and diligence materials Icahn and Southeastern 71 Unaffiliated shares represent shares not held by Michael Dell, management and related entities

$4 billion in additional value created… RepresentsProgression Silverof Silver Lake Lake bids bids (offer price per share) and key events Special8/20/12 Committee formed Initial10/23/12 bids (Sponsor B bids $12.00—$13.00) $11.22$12.16 BCGLate Oct hired Sponsor12/11-12/23/12 C enters process but declines to bid 12/4/12$12.70 2/5/13Sponsor B declines to bid $12.90Go-shop begins $13.60$13.25 $13.65 $13.50 Announces2/5/13 transaction at offer price of $13.65 Active3/22/13 go-shop ends; Icahn and Blackstone submit proposals Blackstone4/18/13 drops out of process Special5/13/13 Committee requests additional information from Icahn / Southeastern Icahn5/9/13 / Southeastern submit letter outlining recap DellAug shareSept Octprice: Nov Dec Jan Feb Mar Apr May June ’13 11/30/1210/22/12 (Pre-GS(Pre-initial report)1 bids) $9.64$9.59 11/11/13 Represents (Unaffected)2 day prior to$10.88 Goldman Sachs Research report on possible Dell going-private transaction 82 Unaffected based on the last trading day before rumors of a possible going-private transaction were first published

… despite deteriorating financial outlook 8/21/12Progression (Q2 of FY13 FY14 earnings) Street consensus EPS estimates 2/19/1311/15/12 (Q4 (Q3 FY13 FY13 earnings) earnings) 5/16/13Street consensus (Q1 FY14 estimates earnings) $1.81$2.02 $1.78$1.79 $1.67 2/5/13$1.66 $1.59Transaction announced $1.54$1.57 $1.00% since (Current Aug 2012: estimate) (50%) 50%Aug Septdecrease Oct Novin FY14 Dec estimates Jan Feb Mar since Apr August May 2012(Current) June ’13 9Source: ThomsonOne; Current estimates as of 6/3/13

$13.65/shareAttractive premium represents to trading 5.4x Final multiple FY14 Board Case EBITDA 77%63% premium to nextaverage twelve NTM months EBITDA (“NTM”) multiple EBITDA since June multiple 2012 on 1/11/13, prior to deal rumors EnterpriseSignificantly value exceeds / next Dell’s twelve multiples months over EBITDA1 the last year Jun-127.0x 6.0x Jul-12 5.0x Aug-12 4.0x 3.0x Oct-12 2.0x Nov-12 Jan-13 1QOffer FY14): multiple 6.7x2 (Last quarter annualized (LQA) DellOffer (Consensus multiple (Final EBITDA): FY14 Board3.3x4 ActualCase): 5.4x3period average: 3.0x 1Source: Based Companyon Street consensus filings; FactSet estimates for next twelve months (“NTM”) EBITDA 32 Based on Finallast quarter FY14 Boardannualized Case 1QEBITDA FY14 EBITDAof $3,577mm of $2,892mm 104 Represents unaffected multiple based on the last trading day (1/11/13) before rumors of a possible going-private transaction were first published

Terms protect and maximize shareholder value “MajorityRobust go-shop of the unaffiliated” provision SpecialMichael CommitteeDell’s neutrality flexibility ActiveNo financing 45-day condition “go-shop” with period, specific on performancevery pro-bidder terms, to actively solicit, evaluate and enter into negotiations with parties offering alternative proposals Go-shop produced preliminary proposals from Blackstone and BlackstoneIcahn terminated participation on April 18th Icahn anddid notSoutheastern follow through submitted on his a letterpreliminary on May proposal 9th outlining an alternative transaction and have not provided requested details on financing terms, structure or remedies for failure to close AgreementTransaction by requires Michael approval Dell to by work holders in good of a faith majority with ofany the competing outstanding bidder shares not held by Michael Dell, management and related entities SpecialAgreement Committee by Michael can Dellchange to voteits recommendation at least pro rata forin favor any superior of the merger proposal to respond to intervening events other than a superior proposal Special Committee can terminate agreement in favor of a superior proposal 11Silver Lake and Michael Dell obligated to consummate the transaction

TransactionAgenda process 3 Perspectives on Dell today 13 Overview of financial forecasts 21 12Evaluation of strategic alternatives 29

“CoreTransition Dell“1 to “New(Transactional) Dell” depends on “Core Dell” performance GlobalEnd User scale Declining demand Computing Positive cash flow CharacteristicsStrong brand Dell strategy GlobalContinue expansion cash generation Mitigate volatility “NewFund &Dell“2 Pull-through (Solutions) FasterEnterprise growth Solutions and Services HigherExpanding recurring margins revenue InvestOutpace organically market growth & inorganically Leverage footprint ¹Integrated “Core Dell” offerings includes mobility, desktop, peripherals and third party software 132 “New Dell” includes servers, enterprise-related peripherals, networking, storage, services and software

Q1Snapshot FY14 ofRevenue “New Dell” YoYServices growth: 2% YoYSoftware growth: NM 56%38% Enterprise5% Solutions Group (ESG) ServersYoY growth: 10% NetworkingPeripherals RevenueStorage = $5.5bn ESGKey observations operating margin remains low 86%Heavy from revenue servers, contribution peripherals within and networkingESG from servers DeploymentSignificant potential for further margin erosion due to intensifying competition in x86 servers Emerging competitive threat from Cloud Large portion of Services operating income tied to “Core Dell” Support and ServicesQ1 FY14 margin: Operating 17.6% income1,3 32%88% SoftwareESG margin: represents 4.4% (20%) of operating income SegmentOperating operating income income= $421mm2,3 ($ in millions)4 Q1% Variance FY14 Q1 FY13 (YoY) %ESG margin 136 79 4.4% 71% 2.8% %Services margin 370 17.6% 338 10% 16.3% %Software margin (85) NM 3 NM (6) NM Note:Source: Fiscal Company year ended filings, January; Wall Street Represents research “New Dell” based on realigned global operating segments as of Q1 FY14; Segment revenue includes internal revenue; Segment operating income excludes unallocated 1corporate Sum of Servicesexpenses, and amortization ESG operating of intangible income assets,contribution severance not equaland facility to 100% actions due andto negative acquisition-related Software operating costs and income other proposed contribution merger of (20%);and retention 2 Q1 FY14 bonus operating expenses income of $421mm includes Software’s negative 14operating income of ($85mm); 3 Software Q1 FY14 operating income includes $30-$35mm of amortized deferred revenue write-offs; 4 Segment data from 8-K filed on 5/16/13

Key“New observations Dell” faces integration and competitive risks RemainsModest revenue emerging contribution player in softwarefrom acquisitions and services despite with $13bn1 ~1% share spend RiskWeak of position commoditization in key growth and segments:profit erosion Cloud, in x86 SaaS servers, partly driven by multiple threats from Cloud DellStorage 7.2% segment share 16.4%Others IBMEMC 13.3% 33.4% NetApp(Gartner: 11.3% 2012) HPHitachi Data Systems 9.6% Networking8.8% segment share OthersDell 1.9% 17.2% (IDC:Cisco 62.3%2012) Alcatel-LucentHP 9.1% 2.9% BrocadeJuniper 2.6% 2.1% R&DHuawei / % 2.0% of sales2 5%3($ in millions)$1,072 Dell2% 3%$3,399 $6,302HPQ IBM6% 12%$4,523 12%ORCL EMC$2,560 $90414% $5,488NTAP CSCO12% OracleServer (x86)3.0% segment share CiscoFujitsu 4.5% 3.6% (IDC:IBM 16.0% 2012) HPDell 34.3% 22.2% Source:Others 16.4% Company filings, FactSet, Gartner, IDC 1Note: Acquisitions “New Dell” include consists AppAssure, of servers, Boomi, storage, Clerity, networking, Compellent, services DFSand softwareCanada, EqualLogic, Exanet, Force10, InSiteOne, Kace, Make, Ocarina, Perot, Quest, RNA Networks, Scalent, SecureWorks, SonicWALL and Wyse 32 BasedDell R&D on latest for ESGreported is ~5% fiscal of year ESG sales 15

PC market outlookfundamentals continues are deterioratingto deteriorate rapidly 550Worldwide 500 450 shipments 400 350 300(mm) 250 IDC‘09 ‘10 estimates ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 MarJun ‘12 ‘13 Sep Jun ‘12‘13 Dec ‘12 PCs2005-11A CAGR Historical: 9.7% 8.4%2012-16E 7.4% CAGR 4.3% 1.7% (~1.5%)1 38%Other decrease sources: in 2012-16E IDC ‘16E CAGR shipment Gartner: forecasts 0.5% Morgan Stanley2: (1.9%) Barclays: (4.4%) AsianPC competition vendors becoming intensifying increasingly aggressive, competing with operating margins in low single digits and gaining share EmergingDell’s share threats declined from to new 11.1% competitors in FY13 andfrom alternative 15.0% in mobileFY08 devices Source:PC shipments IDC, Gartner,declined Morgan 13% YoY Stanley, in Q1 Barclays2013, the largest drop in ~20 years3 21 BasedRepresents on preliminary 2012-15E IDCCAGR estimates 163 Based on IDC data

PC profit pools shifting to segments where Dell is weak FY12Tablets FY17 expected to continue to cannibalize PC profit pools1 Dell strengthweakness Tablets:PCs: $38bn $8bn ~30%~(7%) CAGRCAGR $30bn$26bn FY12PC profit FY17 pools shifting to lower margin value segment1 Dell strengthweakness Value:Std / Prem: $4bn $34bn ~4%~(9%) CAGR CAGR $5bn$21bn 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 171 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 services, 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 Largest force customers integration are is eitherlimited “Core to date Dell” or “New Dell” customers with limited cross-selling TheCloud speed represents of transformation a substantial is criticalthreat “New“Core Dell”Dell,” operating including income attached is Support projected and by Deployment BCG to grow services, 5-8% per represents year a substantial majority of operating income, which is projected by BCG to decline between 8-15% per year Source:Dell’s rate BCG of transformation is being outpaced by the rapid market shift to Cloud 18¹ Includes desktop, mobility and software and peripherals revenue in FY13

RevenueTrading multiples mix trend pressured by dependence on PC revenue 77%“New Dell” “Core Dell” 66%23% Total34% revenue NTM2 EV / EBITDA NTM2 P / E FY13FY08 $57bn$61bn 3.3x36.4x 12.9x 6.6x3 Source:Dell has Companysuffered severe filings; multiple FactSet contraction during the continuing transition 1Note: Acquisitions Fiscal year include ended AppAssure, January; “New Boomi, Dell” Clerity, includes Compellent, servers, peripherals, DFS Canada, networking, EqualLogic, storage, Exanet, services Force10, and software; InSiteOne, “Core Kace, Dell” Make, includes Ocarina, mobility, Perot, desktop, Quest, RNA accessories Networks, and thirdScalent, party SecureWorks, software SonicWALL and 2Wyse NTM represents next twelve months 193 FY13 NTM metrics based on Dell’s unaffected price and enterprise value as of 1/11/13 and Street consensus estimates as of 2/1/13, prior to the announcement of the transaction

TransactionAgenda process 3 EvolutionPerspectives of onfinancial Dell today forecasts 13 21 20Evaluation of strategic alternatives 29

Continued deterioration of Dell’s financial performance RevenueKey metrics ($ billions, except per share data) (8%)$62.1 Final$56.9 FY14 Board Case LQA 1Q FY14 $56.3$56.5 OperatingFY12 FY13 income1 (28%)$5.1 Final$3.7 FY14 Board Case LQA 1Q FY14 $2.4$3.0 %FY12 mgn: FY13 8.2% 6.4% FinalEPS1 FY14 Board Case2 LQA 1Q FY14 (25%)$2.10 $1.25$1.58 FY12$0.84 FY13 $5.2Free cash flow $3.0(43%) %FY12 mgn: FY13 8.4% 5.2% ¹Source: Excludes Company one-time filings $250mm gain in Q4 FY13 and $70mm gain in Q2 FY12 and Q2 FY13 from vendor settlements 212 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 revenue and EPS performance Q2Q1 (Apr)(Jul) Q4Q3 (Oct)(Jan) EPSRevenue EPS BoardResults plan vs. BoardResults plan vs. FY14FY13 Q2Q1 (Apr)(Jul) Q4Q3 (Oct)(Jan) Revenue:(Apr) 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 221 Excludes one-time $250mm gain in Q4 FY13 and $70mm gain in Q2 FY12 and Q2 FY13 from vendor settlements

Internal forecasts have been steadily revised downwards FY133 weeks after approving plan, Dell significantly missed Q2 and revised EPS guidance down 25% ScenarioFY14 9/21July PlanCase FinalPreliminary FY14 BoardFY14 CaseBoard (3/13/13) Case (1/18/13) RevenueFY13 ($bn) Op.$63.0 Inc. ($bn) EPS$5.2 57.5$2.27 4.0(9%) 1.70(23%) FY13(25%) Actual¹ (1%)56.9 (9%3.7 ) (7%)1.58 RevenueFY14 ($bn) Op.$66.0 Inc. ($bn) EPS$5.6 Time$2.50 frame (9%)59.9 (25%)4.2 (26%)1.84 56.0~2 mo. 3.7(7%) 1.59(12%) ~4(14%) mo. 1%56.5 (19%)3.0 (21%)1.25² Cumulative~2 mo. change since July 2012: (10%) (30%) (31%) (14%) (46%) (50%) ~8 mo. ¹Source: Excludes Company one-time filings; $250mm Dell gain management in Q4 FY13 for planand $70mm gain in Q2 FY13 from vendor settlements 23² Based on $0.2bn net interest expense, 21% tax rate and 1,740mm weighted average shares outstanding

BCG retained to evaluate business and options ??FullDuring access the fall to of Dell 2012, senior the Specialmanagement Committee team andsought Company input from information BCG to independently assess risks and opportunities ??FutureScope of ofBCG the workPC business included: ??Prospects for Dell’s transformation ??Financial??Strategy of cases each tobusiness 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 241 Based on Dell management’s estimated cost savings by FY16 for its fully implemented productivity cost takeout

BCG validated business performance challenges marketMarket shiftdynamics to value segments / tablets, where Dell has limited presence Slow enterprise transformation with acquisitions performing below expectations BCG created a “base case” forecast for Dell, grounded in external LowerCombined revenue market and revenue operating of incomePCs and relative tablets togrowing management at 4% forecastper year Tablets growing rapidly and market shifting from premium to value PCs Other Dell business segments growing organically in line with the 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 25Source: BCG

OperatingDell significantly income underperforming ($ in billions) BCG forecasts BCG Base25% Case StreetBCG 75%consensus Case LQAFinal FY141Q FY141 Board Case $5.0$6.0 $3.0$4.0 FY13$2.0 FY14 FY15 FY16 FY17 $3.6$3.9 $3.9$3.4 $3.9$3.4 $3.9 $2.5$3.0 $4.5$2.4 $5.7$3.7 $3.3$4.0 $2.9$3.2 FY13$5.5 $3.8 – FY17E $3.0 CAGR BCG 75%25% Case: 9.3%(0.2%) Source:BCG Base Dell Case: management, (6.2%) BCG forecasts, Wall Street estimates as of 6/3/13 261 1Q FY14 operating income of $590mm annualized

Non-GAAPMargin pressure Q1 FY14 trend resultscontinues ($ in in billions, Q1 FY14 except per share data) RevenueQ1 FY14 $14.1 Gross% growth profit (YoY) 2.9 (2.4%) Operating% margin income20.6% 0.6 Diluted% margin EPS 4.2% $0.21 %Free Variance cash flow1 ($0.3) $13.5Consensus 4.3% (to (6.4%) cons.) 0.83.0 (28.2%)(2.8%) 22.1% 6.1% %$0.35 (39.1%) Q1Variance FY13 (YoY) 3.2$14.4 (8.5%) (2.4%) 22.0% (4.0%) $0.431.0 (41.6%) (50.9%) 7.0% Key($0.4) observations NM ESGRevenue revenue above up Street 10% consensus YoY GrossBRIC marginand China percentage revenue at down lowest 17% point and since 24% Q3 YoY, FY11 respectively Source:Trailing Dell12 months management, free cash FactSet flow down Note: 35% Dell YoY fiscal year ended January 271 Free cash flow defined as cash flow from operations less capital expenditures less change in financing receivables

TransactionAgenda process 3 EvolutionPerspectives of onfinancial Dell today forecasts 13 21 28Evaluation of strategic alternatives 29

Full range of strategic alternatives considered LeveredEnhanced recap capital (special distribution dividend or buyback) SeparationRegular dividend increase DFSEUC Benefits ProvidesDelivers upfrontopportunity cash to shareshareholders upside DividendUtilize cash payers flow torewarded increase bydividend market PotentiallyRemove revenue unlocks and leverage margin capacity volatility for Improve remaining financial businesses stability Eliminate long-term secular pressure from PC industry Ability to focus on core business vs. financing SignificantlyChallenges elevates risk given business outlook ConstrainedWeak public recurringequity story domestic and limited cash flowstrategic flexibility SignificantDiminishing dis-synergies, marginal returns especially with yield with increasessupport and deployment, and disruption to remaining segments PotentialLimited cash competitive flow to finance disadvantage “New toDell” domestic growth OEM’s Significant time required and high complexity 29Significant time required and high complexity

TransformativeFull range of strategic acquisitions alternatives considered (cont’d) Sale to strategic Benefits OpportunityGrow Enterprise, to improve Software, growth and Servicesand margin businesses profile in targeted areas De-risksImmediate standalone value creation plan Challenges HighLimited interloper number risk of targetsfor key ofassets scale at reasonable valuations - TransactionViews validated size likelyby fact a thatdeterrent no strategic buyer put forth a proposal 30We thoroughly evaluated all strategic alternatives and determined the $13.65 transaction is the most attractive alternative

Summary of Icahn / Southeastern May 9th letter Overview of May 9th letter Shareholders can elect to receive either: $12.00 cashin additional dividend shares per share valued at $1.65 IllustrativeIcahn and Southeastern analysis assumes to elect 20% stock of shareholdersconsideration elect (disclosed to receive ~13% additional ownership) shares (no commitment for remaining ~7%) $8.8bnTotal net Dell funding cash1 of $17.3bn: $5.2bn$3.3bn netbridge financing loan (uncommitted)receivables proceeds (uncommitted) Key12 directors Special Committeesubsequently requests nominated made for on nextMay annual13th for meeting2 clarification of letter ProposedDraft of definitive financing agreement details, including draft commitment letters ArrangementsCounterparty and to provide commitment necessary letter working for proposed capital receivables and liquidity sale post closing TaxCommitment implications letters of forstock parties dividend electing to shareholders to receive share distributions in lieu of cash IcahnManagement / Southeastern team and shareholder operating agreement plan 2¹ $9.2bnIcahn’s of nominations cash sources include net of $0.4bnJonathan of Christodoro,transaction fees Harry (Source: Debes, Information Carl Icahn, provided Gary Meyers, by Icahn) Daniel Ninivaggi and Rajendra Singh; Southeastern’s nominations include Matthew Jones, Bernard Lanigan, Jr., Rahul 31Merchant, Peter van Oppen, Howard Silver and David Willmott

Leveraged recap considerations ElevatedLeveraged risks recap due considerations to leverage FY14EElevates operating Dell’s risk income profile has declined 46% since the July Plan Potential adverse employee, vendor and customer perception Significantly weaker financial profile than key enterprise peers Weak financial position to complete transformation PoorDell willpublic-market remain largely equity a PC story company (~2/3 of revenues) DeterioratingHighly levered cash flow metrics Few precedents Reduced float Value uncertainty 32Dramatically elevated risk profile and uncertainty for existing Dell shareholders

Liquidity deficiencies in Icahn/Southeastern letter $1.4$17.3 $1.7$0.5 $13.4$0.3 AssumesCash available funding for fromdividend uncommitted per letter bridge loan ($5.2bn), Dell cash and sale of receivables Near-term$12.00 dividend debt maturitiesif 20% of shares elect stock ShortfallsLiquidity toin fundestimated Dell cashdebt availablematurities through April 2014 Adjustments1H cash generation for minimum expectations cash given needs weak Q1 and outlook1 IncrementalVariance to terminationminimum cash fees needs and additional liquidity equal to Silver Lake undrawn revolver at closing2 AdjustedIcahn / Southeastern cash available are for not dividend an “Excluded Party”; termination fee should be $450mm vs. $180mm assumed $9.35$3.9bn dividend potential if funding 20% of shortfallshares elect stock Significant~$8.50 dividend liquidity if only gap Icahn to fully / Southeastern fund the proposed elect stock dividend 1Note: Icahn/Southeastern All values $ billions, letter assumesAssumes 1H transaction FY14 cash date flows of 7/31/13; and debt assumes pay down management of ~$0.9bn cash and ($13.3bn)~$2.4bn versus and debt company ($6.8bn) expectation estimates of as ~$0.3bn of 7/31/13 and and ~$2.2bn, diluted respectively shares outstanding of 1,788 332 Assumes $6.4bn of minimum cash

Multiple expansion required is unrealistic Icahn/Illustrative Southeastern aggregate Icahn/ package adjusted value for Southeastern incremental letter liquidity needs ValueShares perelecting share cash of Silver dividend Lake/Michael (%) Dell merger Value of cash dividend per share Breakeven stub equity value per share Pre-transactionStub equity as % shares of assumed outstanding package (bn) value Add: New shares issued (bn) Pro forma shares outstanding (bn) Add:Pro forma Pro forma equity net value debt to ($breakeven bn) ($ bn) 80%Pro forma enterprise value to breakeven ($ bn) -$13.65 $12.00 $1.65 1.812% $7.2+ 2.6 x 4.4 87%+ $6.0 $13.2 ~$13.65 $8.50 $5.15 1.838% 0.4 2.2 Highly$11.1 $2.7 uncertain $13.8 stub value AfterNegative adjusting earnings the / dividendbusiness downtrajectory for liquiditymakes multiple constraints, expansion nearly less 40% likely of the package value would have to come from stub equity FinalBreak FY14 even EVBoard / EBITDA case1 LQA trading Q1 FY142multiple 4.1xMemo: 5.1x Consensus Dell unaffected 3 4.2x3.3x 5.4x Given3.3x high leverage, EBITDA multiple would be the primary valuation method Note:Significant The aggregatemultiple expansion number of will new be shares required is ato function achieve of$13.65 the number value parity of shares in the electing face of stockdeteriorating (20% or financial 13% of total),performance the target and dividend high leverage ($12.00 or ~$8.50) and the assumed value of the stock ($1.65 and $5.15) 21 FinalLQA FY14Q1 FY14 Board EBITDA Case EBITDA of $2,569mm, of $3,254mm, pro forma pro for forma loss offor DFS loss incomeof DFS incomeof $323mm of $323mm 343 Unaffected multiples shown at stock price of $10.88 as of 1/11/13, unaffected before transaction rumors

Highfields,Clear Channel holder highlights of a 5% risks stake of inlevered Clear stubChannel, equity opposed initial offers of $37.60/share and $39.00/share from Bain Capital and Thomas H. Lee Partners, which had no equity stub component In response to dissident Stockshareholders, price performance Clear Channel of outstanding offered a public stub ($)equity stub as part of the transaction (~5%) Transaction completed at $36.00 (PF leverage of ~9x) and stock has declined ~71% since then $30$45 $0$15 1/29/07:1/1/07 4/14/08 Clear Channel7/27/09 11/8/10discloses 2/20/12 the proposed 6/3/13 acquisition by Bain Capital and T.H. Lee Partners for $37.60 S&PClear 500Channel Communications / CC Media Holdings Offer7/30/08: price: The $36.00 acquisition of Clear Channel closes ($35.98) Similarities(71%) to Dell transaction DecliningFounder / growthsponsor and deal negative industry trends SmallLeverage float levels and significantlylower liquidity above for peers the stub following transaction 35Source: Company filings, FactSet, SharkRepellent; Note: CC Media Holdings share price adjusted to Clear Channel basis

Dramatic underperformance for voted down transactions Target stock price performance for voted down transactions (2005—2012) DynegyTGC Industries CablevisionVaxGen Systems Randolph Bank & Trust Lear Eddie Bauer Holdings Cornell Companies Corning Natural Gas DawsonAcquirer Geophysical Blackstone OXiGENE DecliningCharles and shareholders James Dolan Bank of the Carolinas American Real Estate Partners Sun Capital and Golden Gate Capital Veritas Capital C&T Enterprises DynegyTGC Industries CablevisionVaxGen Systems Randolph Bank & Trust Lear Eddie Bauer Holdings Cornell Companies Corning Natural Gas 08/13/10Announce 11/23/10 Voted date 10/15/09 down 02/12/10date 03/21/11 05/02/07 10/28/11 10/24/07 04/12/07 11/14/07 02/05/07 07/16/07 11/13/06 02/09/07 10/09/06 01/23/07 05/11/06 10/17/06 MedianMean PriceLBO performance following date voted down vs. unaffected (13.7%)1-year 10.7% (42.9%) (54.7%) (13.3%) (60.3%) (27.2%) 21.5% 22.9% (13.7%)(17.4%) (90.0%)2-year NA (58.6%) (28.1%) (61.3%) (99.0%) (92.1%) (21.8%) 18.0% (59.9%)(54.1%) ForISS Forrec. NA Against For Against For Against For Source:Average FactSet,1-year and ISS 2-year declines of 17% and 54%, respectively 36Note: Includes transactions 2005 – 2012, U.S. target only

AllConclusion: cash offer transaction at a significant, delivers certain highest premium value for shareholders ShareholderComprehensive friendly range process of alternatives and terms evaluated to ensure value was maximized Highest price available following exhaustive process Shifts all business and transaction risks to buyer group Avoids high risk of a levered recap and 37delivers 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 notour beviews relied to change.upon as However,representing while our we views may as elect of any to updatedate subsequent these forward-looking to the date hereof. statements at some point in the future, we specifically disclaim any 2013,Additional which factors was filed that withmay causethe SEC results on March to differ 12, materially 2013, under from the those heading described “Item in1A—Risk the forward-looking Factors,” and statements in subsequent are set reports forth inon the Forms Company’s Annual Report on Form 10 K for the fiscal year ended February 1, 3810 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, Texas 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 39the 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.