Bond Dell 5.4% ( US24702RAM34 ) in USD

Dell

92.37 % ▼

United States

US24702RAM34 ( in USD )

5.4% per year ( payment 2 times a year)

09/09/2040

Prospectus brochure of the bond Dell US24702RAM34 en USD 5.4%, maturity 09/09/2040

1 000 USD

300 000 000 USD

24702RAM3

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

10/09/2024 ( In 143 days )

The Bond issued by Dell ( United States ) , in USD, with the ISIN code US24702RAM34, pays a coupon of 5.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/09/2040

The Bond issued by Dell ( United States ) , in USD, with the ISIN code US24702RAM34, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Dell ( United States ) , in USD, with the ISIN code US24702RAM34, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents

Filed pursuant to Rule 424(b)(5)
SEC File No. 333-155041

CALCULATION OF REGISTRATION FEE

Maximum

Maximum

Amount of
Title of each Class of Securities
Amount to be
Offering Price

Aggregate
Registration
to be Registered
Registered

Per Security
Offering Price
Fee(1)
1.40% Notes due 2013
$ 500,000,000
99.886 %
$ 498,180,000 $ 35,521
2.30% Notes due 2015
$ 700,000,000
99.977 %
$ 697,389,000 $ 49,724
5.40% Notes due 2040
$ 300,000,000
99.926 %
$ 297,153,000 $ 21,188

(1) Calculated in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933.

Prospectus Supplement
September 7, 2010
(To Prospectus dated November 4, 2008)

$1,500,000,000

DELL INC.
$500,000,000 1.40% Notes due 2013
$700,000,000 2.30% Notes due 2015
$300,000,000 5.40% Notes due 2040

We are offering $500,000,000 million aggregate principal amount of 1.40% Notes due 2013
(the ``2013 Notes"), $700,000,000 million aggregate principal amount of 2.30% Notes due 2015 (the
``2015 Notes"), and $300,000,000 million aggregate principal amount of 5.40% Notes due 2040 (the
"2040 Notes" and, together with the 2013 Notes and the 2015 Notes, the "notes"). We will pay interest
on the notes each March 10 and September 10. The first interest payment will be made on March 10,
2011. The 2013 Notes will mature on September 10, 2013, the 2015 Notes will mature on
September 10, 2015, and the 2040 Notes will mature on September 10, 2040. We may redeem the
notes, at any time in whole or from time to time in part, at the redemption prices set forth under
"Description of Notes--Optional Redemption" in this prospectus supplement.

The notes will be unsecured obligations of Dell Inc. and will rank equally with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding.

Investing in the notes involves risks. See "Risk Factors" on page S-7.

Per

Per

Per

2013 Note
Total
2015 Note
Total
2040 Note
Total

Public offering prices (1)
99.886 % $ 499,430,000 99.977 % $ 699,839,000 99.926 % $ 299,778,000
Underwriting discounts

0.250 % $ 1,250,000
0.350 % $ 2,450,000
0.875 % $ 2,625,000
Proceeds, before expenses, to
us (1)
99.636 % $ 498,180,000 99.627 % $ 697,389,000 99.051 % $ 297,153,000

(1) Plus accrued interest, if any, from September 10, 2010, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of
The Depository Trust Company for the accounts of its participants, including Clearstream Banking,
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société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York, on September 10, 2010.

Joint Book-Running Managers

Barclays CapitalGoldman, Sachs & Co.Morgan Stanley

Co-Managers

BNP PARIBAS
Deutsche Bank Securities
J.P. Morgan

UBS Investment Bank
Wells Fargo Securities
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TABLE OF CONTENTS

Prospectus Supplement

Page

Summary
S-1
Risk Factors
S-7
Forward-Looking Statements
S-9
Industry and Market Data
S-11
Use of Proceeds
S-11
Capitalization
S-12
Description of Certain Indebtedness
S-13
Description of Notes
S-14
Material United States Federal Income Tax Considerations
S-28
Underwriting
S-32
Legal Matters
S-36
Experts
S-36
Where You Can Find More Information
S-37
Incorporation of Certain Documents by Reference
S-37

Prospectus

Page

About this Prospectus
2
About the Company
2
Risk Factors
2
Where You Can Find More Information
2
Incorporation of Certain Documents by Reference
3
Cautionary Statement Regarding Forward-Looking Statements
4
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
5
Description of Debt Securities
6
Plan of Distribution
16
Legal Matters
16
Experts
16

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Table of Contents
We are solely responsible for the information provided in and incorporated by reference
in this prospectus supplement and the accompanying prospectus and the other information that
we have specifically provided to you in connection with this offering. We have not, and the
underwriters have not, authorized anyone to provide you with different information or to make
any representations other than those provided in or incorporated by reference in these
documents. The distribution of this prospectus supplement and the accompanying prospectus
and the offering and sale of the notes in certain jurisdictions may be restricted by law. We and
the underwriters require persons in whose possession this prospectus supplement and the
accompanying prospectus come to inform themselves about and to observe any such restrictions.
This prospectus supplement and the accompanying prospectus do not constitute an offer of, or
an invitation to purchase, any of the notes in any jurisdiction in which such offer or invitation
would be unlawful. This document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document. The
information contained in the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus is accurate only as of the respective dates as of
which such information is provided. Our business, financial condition and results of operations
may have changed since then.

We provide information to you about this offering of our notes in two separate documents that
are bound together: (1) this prospectus supplement, which describes the specific details regarding this
offering; and (2) the accompanying prospectus, which provides general information, some of which
may not apply to this offering. If information in this prospectus supplement is inconsistent with the
accompanying prospectus, you should rely on this prospectus supplement.

You should carefully read this prospectus supplement and the accompanying prospectus,
including the information incorporated by reference herein and therein, before you invest. These
documents contain information you should consider when making your investment decision.

All references to "we," "us" or "our" in this prospectus supplement and the accompanying
prospectus mean Dell Inc. and its consolidated subsidiaries, unless we indicate otherwise or the
context otherwise requires.

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Table of Contents

SUMMARY

This summary may not contain all of the information that may be important to you. You
should read this entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus,
including the risk factors and our consolidated financial statements and related notes thereto,
before making an investment decision.

Our fiscal year is the 52 or 53 week period ending on the Friday nearest January 31.

Our Company

General

We are a leading technology solutions provider in the IT industry. Our enterprise
products include servers and networking, and storage products. Client products include mobility
and desktop PC products. Our services include a broad range of configurable IT and business
services, including infrastructure technology, consulting and applications, and business process
services. We also offer various financing alternatives, asset management services, and other
customer financial services for business and consumer customers.

We were founded in 1984 by Michael Dell on a simple concept: by selling computer
systems directly to customers, we can best understand their needs and efficiently provide the
most effective computing solutions to meet those needs. Over time we have expanded our
business model to include a broader portfolio of products and services, and we have also added
new distribution channels, such as retail, system integrators, value-added resellers, and
distributors, which allow us to reach even more end-users around the world. To optimize our
global supply chain to best serve our global customer base, we have transitioned a portion of our
production capabilities to contract manufacturers. We are investing resources in emerging
countries with an emphasis on Brazil, Russia, India, and China, where, given stable economic
conditions, we expect significant growth to occur over the next several years. We are also
creating customized products and services to meet the preferences and requirements of our
diversified global customer base.

As part of our overall growth strategy, we have completed strategic acquisitions to
augment select areas of our business with more products, services, and technology. Our recent
acquisition of Kace Networks, Inc, Scalent Systems Inc., and Ocarina Networks Inc., and our
continued integration of Perot Systems Corporation, have enabled us to expand our services
business and better position our company for immediate and long-term growth through the sale
of additional enterprise solutions.

Business Strategy

We built our reputation as a leading technology provider through listening to customers
and developing solutions that meet customer needs. We are focused on providing long-term
value creation through the delivery of customized solutions that make technology more
efficient, more accessible, and easier to use.

We are focused on improving our core business, shifting our portfolio to higher-margin
and recurring revenue streams over time, and maintaining a balance of liquidity, profitability,
and growth. We consistently focus on generating strong cash flow returns, allowing us to
expand our capabilities and acquire new ones. We seek to grow revenue over the long term
while improving operating income and cash flow growth. We have three primary components to
our strategy:

·

Improve Core Business--We seek to profitably grow the desktop and mobility
business and enhance the online buying experience for our customers. We have
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improved our competitiveness through cost savings initiatives, which are focused on
improving design, supply-chain, logistics and operating expenses to adjust to the
changing dynamics of the industry. We are also committed to simplifying our product
offerings to eliminate complexity that does not generate customer value. We will
continue to focus on product leadership by developing next-generation capabilities.

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Additionally, we will continue to deepen our skill sets and relationships within each of
our customer-centric business units with the goal of delivering best in class products
and services globally.

·

Shift Portfolio to Higher-Margin and Recurring Revenue Offerings--We are focused
on expanding our customer solutions business by delivering best-value solutions in the
enterprise, including servers, storage, services and software. Our view is that a large
majority of the data centers and the server and storage opportunities now and in the
future will be based on best value, simplification, and more open data center solutions.
These are the kind of solutions that we believe Dell is well positioned to provide. We
believe that our installed customer base, access to customers of all sizes, and
capabilities position us to achieve growth of our customer solutions business. We will
focus our investments to grow our business organically as well as inorganically
through alliances and strategic acquisitions. Our acquisition strategy targets businesses
that we believe will expand our customer solutions business by delivering best-value
solutions in the enterprise, including servers, storage, services and software.

·

Balance Liquidity, Profitability, and Growth--We seek to maintain a strong balance
sheet with sufficient liquidity to provide us with the flexibility to respond quickly to
changes in our dynamic industry. As we shift our portfolio focus more to enterprise
products and solutions, our financial flexibility will allow us to make longer term
investments. We continue to manage all of our businesses with the goals of delivering
operating income over the long term and balancing this profitability with an
appropriate level of long-term revenue growth.

Operating Business Segments

Customer needs are increasingly being defined by how they use technology rather than
where they use it, which is why we have transitioned from a global business that is run
regionally to businesses that are globally organized. During the first quarter of our 2010 fiscal
year, we reorganized the manner in which we manage our business from geographic commercial
segments identified as Americas Commercial, EMEA Commercial, and APJ Commercial, to
global commercial business units we refer to as Large Enterprise, Public, and Small and
Medium Business, or SMB. Our global Consumer business unit remained the same. This
alignment creates a clear customer-centric focus, which we believe allows us to serve customers
with faster innovation and greater responsiveness, and enables us to better understand and
address their challenges. Our four global business segments are:

·

Large Enterprise--Our Large Enterprise customers include large global and national
corporate businesses. We believe that a single large-enterprise unit enhances our
knowledge of our customers and thus furthers our advantage in delivering globally
consistent and cost-effective solutions and services to many of the world's largest IT
users. We seek to continue improving our global leadership and relationships with
these customers. Our efforts in this segment will be increasingly focused on data
center solutions, disruptive innovation, customer segment specialization, and the value
chain of design to value, price to value, market to value, and sell to value.

·

Public--Our Public customers, which include educational institutions, government,
health care, and law enforcement agencies, operate in communities. Their missions are
aligned with their constituents' needs. Our customers measure their success against a
common goal of improving lives, and they require that their partners, vendors, and
suppliers understand their goals and execute their mission statements. We intend to
further our understanding of our Public customers' goals and missions and extend our
leadership in answering their urgent IT challenges. To meet our customers' goals more
effectively, we are focusing on simplifying IT, providing faster deployment of IT
applications, expanding our enterprise and services offerings, and strengthening our
partner relations to build best of breed integrated solutions.
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·

Small and Medium Business--Our SMB segment is focused on providing small and
medium-sized businesses with the simplest and most complete standards-based IT
solutions and services, customized for their needs. Our SMB organization seeks to
accelerate the creation and delivery of specific solutions and technology to small and
medium-sized businesses worldwide in an effort to help our customers improve and
grow their businesses. For example, our ProManage-Managed Services solution is a
web-based service that proactively monitors and manages IT networks to prevent
system issues.

·

Consumer--Our Consumer business sells to customers through our online store at
www.dell.com, over the phone, and through retail. The globalization of our business
unit has improved our global sales execution and coverage through better customer
alignment, targeted sales force investments in rapidly growing countries, and
improved marketing tools. We are also designing new, innovative products with faster
development cycles and competitive features. Our recently announced Global
Communications Solutions business is part of our focus on innovative products and
designs for mobile devices. Our focus is on delivering mobile communications
solutions for wireless operators and their dedicated customers. We collaborate with
select carriers around the world to make the most of a customer's mobile experience,
on any network, and using any application. Finally, we will continue to expand and
transform our retail business in order to reach more consumers.

Our Corporate Information

We were incorporated in Delaware in 1984. We are a holding company that conducts
business worldwide through our subsidiaries.

Our principal executive offices are located at One Dell Way, Round Rock, Texas,
78682-2244. Our telephone number is (800) 289-3355. Our website address is www.dell.com.
Information contained on our website does not constitute part of this prospectus supplement or
the accompanying prospectus.
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