Obligation Dell 3.1% ( US24702RAP64 ) en USD

Dell

100 % ▲

Etas-Unis

US24702RAP64 ( en USD )

3.1% par an ( paiement semestriel )

01/04/2016 - Obligation échue

Prospectus brochure de l'obligation Dell US24702RAP64 en USD 3.1%, échue

2 000 USD

400 000 000 USD

24702RAP6

BB+ ( Spéculatif )

Ba3 ( Spéculatif )

L'Obligation émise par Dell ( Etas-Unis ) , en USD, avec le code ISIN US24702RAP64, paye un coupon de 3.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2016

L'Obligation émise par Dell ( Etas-Unis ) , en USD, avec le code ISIN US24702RAP64, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Dell ( Etas-Unis ) , en USD, avec le code ISIN US24702RAP64, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155041

Prospectus Supplement
March 28, 2011
(To Prospectus dated March 14, 2011)
$1,500,000,000

DELL INC.
$300,000,000 Floating Rate Notes due 2014
$400,000,000 2.100% Notes due 2014
$400,000,000 3.100% Notes due 2016
$400,000,000 4.625% Notes due 2021

We are offering $300,000,000 aggregate principal amount of Floating Rate Notes due 2014
(the "2014 Floating Rate Notes"), $400,000,000 aggregate principal amount of 2.100% Notes due
2014 (the "2014 Fixed Rate Notes"), $400,000,000 aggregate principal amount of 3.100% Notes due
2016 (the "2016 Notes"), and $400,000,000 aggregate principal amount of 4.625% Notes due 2021
(the "2021 Notes"). We refer to the 2014 Fixed Rate Notes, the 2016 Notes and the 2021 Notes
collectively as the "fixed rate notes," and we refer to the fixed rate notes and the 2014 Floating Rate
Notes collectively as the "notes." We will pay interest quarterly on the 2014 Floating Rate Notes each
January 1, April 1, July 1 and October 1, commencing on July 1, 2011. We will pay interest semi-
annually on the fixed rate notes each April 1 and October 1, commencing on October 1, 2011. The
2014 Floating Rate Notes will mature on April 1, 2014. The 2014 Fixed Rate Notes will mature on
April 1, 2014, the 2016 Notes will mature on April 1, 2016, and the 2021 Notes will mature on
April 1, 2021. We may redeem the fixed rate 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 of Fixed Rate
Notes" in this prospectus supplement. The 2014 Floating Rate Notes may not be redeemed before
maturity.

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

Investing in the notes involves risks. See "Risk Factors" beginning on
page S-7 of this prospectus supplement and page 1 of the accompanying
prospectus.

Per 2014

Per 2014

Floating

Fixed

Per

Per

Rate Note
Total
Rate Note
Total
2016 Note
Total
2021 Note
Total

Public offering prices
(1)
100.000 % $ 300,000,000 99.968 % $ 399,872,000 99.899 % $ 399,596,000 99.541 % $ 398,164,000
Underwriting discounts
0.250 % $
750,000 0.250 % $ 1,000,000 0.350 % $ 1,400,000 0.450 % $ 1,800,000
Proceeds, before
expenses, to us (1) 99.750 % $ 299,250,000 99.718 % $ 398,872,000 99.549 % $ 398,196,000 99.091 % $ 396,364,000

(1) Plus accrued interest, if any, from March 31, 2011, 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,
société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment
in New York, New York, on March 31, 2011.
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Joint Book-Running Managers

BNP PARIBASDeutsche Bank SecuritiesUBS Investment BankWells Fargo Securities

Co-Managers

BofA Merrill Lynch
Citi
Goldman, Sachs & Co.
J.P.Morgan
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TABLE OF CONTENTS

Prospectus Supplement

Page

Summary
S-1
Risk Factors
S-7
Forward-Looking Statements
S-9
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-21
Underwriting
S-25
Legal Matters
S-29
Experts
S-29
Where You Can Find More Information
S-30
Incorporation of Certain Documents by Reference
S-30

Prospectus

Page

Risk Factors
1
About this Prospectus
1
About Our Company
1
Where You Can Find More Information
1
Incorporation of Certain Documents by Reference
2
Forward-Looking Statements
3
Industry and Market Data
5
Ratio of Earnings to Fixed Charges
5
Use of Proceeds
5
Description of Debt Securities
6
Plan of Distribution
20
Validity of the Securities
24
Experts
24

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We are solely responsible for the information contained 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 contained 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 be accurate only 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 in each document, before you invest. These
documents contain information you should consider before 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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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 integrated technology solutions provider in the IT industry. Our aim is
to provide customers with integrated business solutions. We design, develop, manufacture,
market, sell, and support a wide range of products and services that can be customized to
individual customer requirements. We also offer or arrange various customer financial services
for our business and consumer customers in the United States.

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 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. We have optimized our global
supply chain to best serve our global customer base, with a significant portion of our production
capabilities performed by contract manufacturers.

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
continued integration of Perot Systems Corporation and our completion of other acquisitions
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 will continue to focus on shifting our portfolio to higher-margin and recurring
revenue streams over time, improving our core business, and maintaining a balance of liquidity,
profitability, and growth. We consistently focus on generating strong cash flow returns, which
allows 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. In accordance with our
differentiated view of enterprise solutions, we offer our customers open, capable, affordable,
and integrated solutions. We have three primary components to our strategy:

·

Providing Efficient Enterprise Solutions. We are focused on expanding our enterprise
solutions and services, which include servers, networking, storage, and services. We
believe opportunities for data centers, servers, and storage will continue to expand,
and we are focused on providing these best-value, simplification, and more open data
center solutions to our customers. 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 in our customer
solutions business. We will focus our investments to grow our business organically as
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well as inorganically through alliances and strategic acquisitions. Our acquisition

S-1
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strategy will continue to target opportunities that we believe will expand our business
by delivering best-value solutions for the enterprise.

·

Creating a Flexible Value Chain and Accelerating Online Leadership. We seek to
profitably grow our desktop and mobility business and enhance the online buying
experience for our customers. We have improved our competitiveness through cost
efficiency initiatives, which are focused on improving design, supply chain, logistics,
and operating expenses to adjust to the changing dynamics of our industry. We will
continue our efforts to simplify our product offerings to eliminate complexity that
does not generate customer value and focus on product leadership by developing next
generation capabilities. Additionally, we will continue to deepen our skill sets and
relationships within each of our business segments with the goal of delivering best in
class products and services globally.

·

Balancing 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
solutions and services, which we believe will improve our profitability, 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

We believe our four global business segments allow us to serve customers with faster
innovation and greater responsiveness, and enable us to better understand and address their
challenges. Our four 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 improves 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 delivering
innovative products and services through data center and cloud computing solutions.

·

Public--Our Public customers, which include educational institutions, government,
health care, and law enforcement agencies, operate in their own 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 help them achieve their objectives.
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.

·

Small and Medium Business (SMB)--Our SMB segment is focused on helping small
and medium-sized businesses get the most out of their technology by offering open,
capable, and affordable solutions, innovative products, and customizable services and
solutions. As cloud computing and workforce mobility become a routine part of a
growing business's operations, server and storage virtualization facilitate achievement
of the organization's IT goals. Our SMB segment continues to create and deliver
SMB-specific solutions so customers worldwide can take advantage of these emerging
technologies and grow their businesses.
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·

Consumer--Our Consumer segment is focused on what customers want from the total
technology experience of entertainment, mobility, gaming, and design. Using insights
from listening to our customers around the world, we are designing new, open,
innovative products and experiences with fast development cycles and competitive
features. We will continue our efforts to deliver high quality entertainment
capabilities, which represent the changing shape of computing and next generation
connectivity for the "always-on" lifestyle, and innovations for a unified experience
across the entire portfolio of Dell Consumer products.

Our Corporate Information

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

The mailing address of our principal executive offices is One Dell Way, Round Rock,
Texas, 78682. 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 and is included as an inactive textual reference only.
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