Bond Della 6.5% ( US24702RAF82 ) in USD

Della

103.603 % ▼

United States

US24702RAF82 ( in USD )

6.5% per year ( payment 2 times a year)

14/04/2038

Prospectus brochure of the bond Dell US24702RAF82 en USD 6.5%, maturity 14/04/2038

/

/

24702RAF8

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/10/2025 ( In 133 days )

Dell Technologies is a multinational computer technology company that develops, sells, repairs, and supports computers and related products and services.

The Bond issued by Della ( United States ) , in USD, with the ISIN code US24702RAF82, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2038

The Bond issued by Della ( United States ) , in USD, with the ISIN code US24702RAF82, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Della ( United States ) , in USD, with the ISIN code US24702RAF82, 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)(3)
Registration Statement No. 333-153440

PROSPECTUS

Dell Inc.
Offer to Exchange

up to

$600,000,000 of 4.700% Notes due 2013
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")

for

$600,000,000 of 4.700% Notes due 2013
that have not been registered under the Securities Act

and

$500,000,000 of 5.650% Notes due 2018
that have been registered under the Securities Act

for

$500,000,000 of 5.650% Notes due 2018
that have not been registered under the Securities Act

and

$400,000,000 of 6.500% Notes due 2038
that have been registered under the Securities Act

for

$400,000,000 of 6.500% Notes due 2038
that have not been registered under the Securities Act

The exchange offer and withdrawal rights will expire at
5:00 p.m., New York City time, on December 3, 2008, unless extended.

We are offering to exchange up to $600,000,000 aggregate principal amount of our new 4.700% Notes
due 2013, which have been registered under the Securities Act, or the "new 2013 notes", for any and all of
our outstanding unregistered 4.700% Notes due 2013, or the "old 2013 notes"; up to $500,000,000 aggregate
principal amount of our new 5.650% Notes due 2018, which have been registered under the Securities Act ,
or the "new 2018 notes", for any and all of our outstanding unregistered 5.650% Notes due 2018, or the "old
2018 notes"; and up to $400,000,000 aggregate principal amount of our new 6.500% Notes due 2038, which
have been registered under the Securities Act, or the "new 2038 notes", for any and all of our outstanding
unregistered 6.500% Notes due 2038, or the "old 2038 notes". The new 2013 notes, the new 2018 notes and
the new 2038 notes are referred to in this prospectus as the "new notes." The old 2013 notes, the old 2018
notes and the old 2038 notes are referred to in this prospectus as the "old notes." We issued the old notes on
April 17, 2008 in a transaction not requiring registration under the Securities Act. We are offering you new
notes in exchange for old notes in order to satisfy our registration obligations from that previous transaction.
The old notes and the new notes are collectively referred to in this prospectus as the "notes," and the new
notes of each series will be treated as a single class with any old notes of such series that remain outstanding
after the completion of the exchange offer.

Please read "Risk Factors" beginning on page 7 for a discussion of factors you should consider
before participating in the exchange offer.

We will exchange new notes for all outstanding old notes that are validly tendered and not withdrawn
before expiration of the exchange offer. You may withdraw tenders of old notes at any time prior to the
expiration of the exchange offer. The exchange procedure is more fully described in "Exchange Offer--
Procedures for Tendering." If you fail to tender your old notes, you will continue to hold unregistered notes
that you will not be able to transfer freely.

The terms of the new notes are substantially the same as the old notes, except that the transfer
restrictions and registration rights applicable to the old notes do not apply to the new notes and, unlike the old
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notes, the new notes have been registered under the Securities Act and therefore are freely transferable.
Please read "Description of New Notes" for more details on the terms of the new notes. We will not receive
any cash proceeds from the issuance of the new notes in the exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to this offering must
acknowledge that it will deliver this prospectus in connection with any resale of such new notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of new notes received in exchange for old notes where such old notes were acquired by such broker-
dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of
180 days after the expiration date (as defined herein), we will make this prospectus available to any broker-
dealer for use in connection with any such resale. Please read "Plan of Distribution."

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

The date of this prospectus is October 29, 2008.
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This prospectus is part of a registration statement we filed with the Securities and Exchange
Commission. You should rely only upon the information provided in this prospectus and the other
information that we have specifically provided you in connection with this offering. We have not
authorized anyone to provide you with additional or different information. We are not making an offer
of these securities in any jurisdiction where the offer is not permitted. You should assume that the
information in this prospectus is accurate only as of the date on the front of this prospectus.

TABLE OF CONTENTS

AVAILABLE INFORMATION
i
FORWARD-LOOKING STATEMENTS
ii
SUMMARY
1
RISK FACTORS
7
EXCHANGE OFFER
13
DESCRIPTION OF NEW NOTES
19
USE OF PROCEEDS
29
RATIO OF EARNINGS TO FIXED CHARGES
29
CAPITALIZATION
30
SELECTED FINANCIAL DATA
31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
33
BUSINESS
66
MANAGEMENT
78
EXECUTIVE COMPENSATION
83
CORPORATE GOVERNANCE
103
STOCK OWNERSHIP
105
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
106
BOOK-ENTRY, DELIVERY AND FORM
108
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
111
PLAN OF DISTRIBUTION
116
LEGAL MATTERS
118
EXPERTS
118
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

AVAILABLE INFORMATION

We have filed a registration statement on Form S-4 under the Securities Act with the SEC with
respect to the issuance of the new notes. This prospectus, which is included in the registration
statement, does not contain all of the information included in the registration statement. Certain parts
of this registration statement are omitted in accordance with the rules and regulations of the SEC. For
further information about us and the new notes, we refer you to the registration statement. You should
be aware that the statements made in this prospectus as to the contents of any agreement or other
document filed as an exhibit to the registration statement are not complete. Although we believe that
we have summarized the material terms of these documents in the prospectus, these statements should
be read along with the full and complete text of the related documents.

We file annual, quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the SEC's public reference room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's website at
www.sec.gov or from our website at www.dell.com. However, neither the information on our
website nor our filings on the SEC's website constitute a part of this prospectus.

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Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus and the documents to which we refer you in this prospectus contain "forward-
looking statements" that are based on Dell's current expectations. Actual results in future periods may
differ materially from those expressed or implied by those forward-looking statements because of a
number of risks and uncertainties. In addition to other factors and matters contained in this document,
including those disclosed under "Risk Factors," these statements are subject to risks, uncertainties and
other factors, including, among others:

· failure to exchange your old notes may adversely affect their value because they may be
more difficult to sell;

· general economic, business and industry conditions;

· our ability to reestablish a cost advantage over our competitors;

· our ability to generate substantial non-U.S. net revenue;

· our ability to accurately predict product, customer and geographic sales mix and seasonal
sales trends;

· information technology and manufacturing infrastructure failures;

· our ability to effectively manage periodic product transitions;

· disruptions in component or product availability;

· our reliance on vendors;

· our reliance on third-party suppliers for quality product components, including reliance on
several single-source or limited-source suppliers;

· our ability to access the capital markets;

· risks relating to our internal controls;

· unfavorable results of legal proceedings could harm our business and result in substantial
costs;

· our acquisition of other companies;

· our ability to properly manage the distribution of our products and services;

· our cost-cutting measures;

· effective hedging of our exposure to fluctuations in foreign currency exchange rates and
interest rates;

· obtaining licenses to intellectual property developed by others on commercially reasonable
and competitive terms;

· our ability to attract, retain and motivate key personnel;

· loss of government contracts;

· expiration of tax holidays or favorable tax rate structures;

· changing environmental laws;

· the effect of armed hostilities, terrorism, natural disasters and public health issues;

· we may incur substantially more debt and increase the risks associated with our proposed
leverage;

· effective subordination of the notes may reduce amounts available for payment of the notes;

· changes in our credit ratings may adversely affect the value of the notes; and

· your ability to transfer the notes may be limited since there is no active trading market for
them.

Other unknown or unpredictable factors also could have a material adverse effect on our
business, financial condition and results of operations. Accordingly, readers should not place undue
reliance on these forward-looking statements. The use of words such as "anticipates," "estimates,"
"expects," "intends," "plans," and "believes," among others, generally identify forward-looking
statements; however, these words are not the exclusive means of identifying such statements. In
addition, any statements that refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. These forward-looking statements are
inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We
are not under any obligation and do not intend to publicly update or review any of these forward-
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looking statements, whether as a result of new information, future events or otherwise, even if
experience or future events make it clear that any expected results expressed or implied by those
forward-looking statements will not be realized. Please carefully review and consider the various
disclosures made in this prospectus that attempt to advise interested parties of the risks and factors that
may affect our business, results of operations, financial condition or prospects.

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Table of Contents

INDUSTRY AND MARKET DATA

This prospectus includes estimates of market share and industry data and forecasts that we
obtained from industry publications and surveys, including those of IDC Worldwide Quarterly PC
Tracker, and internal company estimates. Industry publications and surveys and forecasts generally
state that the information contained therein has been obtained from sources believed to be reliable, but
there can be no assurance as to the accuracy or completeness of the included information. We have not
independently verified any of the data from third-party sources nor have we or the initial purchasers
ascertained the underlying economic assumptions relied upon therein. Unless otherwise noted, all
references to industry share and total industry growth data in this prospectus are for personal
computers (including desktops, notebooks, and x86 servers), and are based on information provided by
IDC Worldwide Quarterly PC Tracker dated March 4, 2008 (in the case of data relating to Fiscal
2008) or July 25, 2008 (in the case of data relating to the three and six months ended August 1, 2008).
Market share and industry data and forecasts based on internal company estimates may vary materially
from others in our industry. We cannot assure you that internal company estimates are accurate or that
estimated growth rates will be achieved. Our estimates involve risks and uncertainties, and are subject
to change based on various factors, including those discussed under the heading "Risk Factors" in this
prospectus.

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Table of Contents

SUMMARY

The following summary contains basic information about our company and the exchange
offer. It may not contain all of the information that is important to you and it is qualified in its
entirety by the more detailed information included in this prospectus. You should carefully
consider the information contained in the entire prospectus, including the information set forth
under the heading "Risk Factors" in this prospectus. In addition, certain statements included
forward-looking information that involves risks and uncertainties. See "Forward-Looking
Statements." Except as otherwise required by the context, in prospectus, "our company", "we",
"us" and "our" refer to Dell Inc. and its subsidiaries, the "issuer" or "Dell" refers to Dell
Inc., exclusive of its subsidiaries.

GENERAL

We listen to customers and deliver innovative technology and services they trust and
value. As a leading technology company, we offer a broad range of product categories,
including desktop PCs, notebooks, software and peripherals, servers and networking products,
services, and storage. According to IDC, we are the number one supplier of personal computer
systems in the United States, and the number two supplier worldwide.

Our company is a Delaware corporation and was 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. Our
corporate headquarters are located in Round Rock, Texas, and we conduct operations worldwide
through subsidiaries. When we refer to our company and its business in this prospectus, we are
referring to the business and activities of our consolidated subsidiaries. We operate principally
in one industry, and we manage our business in four operating segments: Americas
Commercial; Europe, Middle East and Africa ("EMEA") Commercial; Asia Pacific-Japan
("APJ") Commercial; and Global Consumer. See "Business--Operating Business Segments."

We are committed to managing and operating our business in a responsible and
sustainable manner around the globe. This includes our commitment to environmental
responsibility in all areas of our business. In June 2007, we announced an ambitious long-term
goal to be the "greenest technology company on the planet" and have a number of efforts that
take the environment into account at every stage of the product lifecycle. See "Business--
Sustainability." This also includes our focus on maintaining a strong control environment, high
ethical standards, and financial reporting integrity.

BUSINESS STRATEGY

Our core business strategy is built around our direct customer model, relevant
technologies and solutions, and highly efficient manufacturing and logistics; and we are
expanding that core strategy by adding new distribution channels to reach even more
commercial customers and individual consumers around the world. Using this strategy, we
strive to provide the best possible customer experience by offering superior value; high-quality,
relevant technology; customized systems and services; superior service and support; and
differentiated products and services that are easy to buy and use. Historically, our growth has
been driven organically from our core businesses. Recently, we have begun to pursue a targeted
acquisition strategy designed to augment select areas of our business with more products,
services, and technology that our customers value. For example, with our recent acquisition of
EqualLogic, Inc., a leading provider of high-performance storage area network solutions, and
the subsequent expansion of Dell's PartnerDirect channel, we are ready to deliver customers an
easier and more affordable solution for storing and processing data.
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Table of Contents
THE EXCHANGE OFFER

On April 17, 2008, we completed a private offering of $600 million aggregate principal
amount of our 4.700% Notes due 2013, $500 million aggregate principal amount of our
5.650% Notes due 2018 and $400 million aggregate principal amount of our 6.500% Notes due
2038, or the old notes. As part of this private offering, we entered into a registration rights
agreement with the initial purchasers of the old notes in which we agreed, among other things,
to deliver this prospectus to you and to use our reasonable best efforts to complete the exchange
offer no later than the 45th business day after the date on which the registration statement, of
which the prospectus forms a part, is declared effective by the SEC. The following is a summary
of the exchange offer.

Old Notes
On April 17, 2008, we issued $600 million aggregate
principal amount of our 4.700% Notes due 2013,
$500 million aggregate principal amount of our
5.650% Notes due 2018 and $400 million aggregate
principal amount of our 6.500% Notes due 2038.

New Notes
4.700% Notes due 2013, 5.650% Notes due 2018 and
6.500% Notes due 2038. The terms of the new notes are
substantially the same as the terms of the old notes, except
that the transfer restrictions and registration rights relating to
the old notes do not apply to the new notes. The new notes
of each series offered hereby, together with any old notes of
such series that remain outstanding after the completion of
the exchange offer, will be treated as a single class for all
purposes under the indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase.
The new notes will have a CUSIP number different from
that of any old notes that remain outstanding after the
completion of the exchange offer. In the case of the new
notes, all unpaid interest accrued on old notes from April 17,
2008 will be treated as having accrued on the new notes that
are issued in exchange for the old notes.

Exchange Offer
We are offering to exchange up to $600 million aggregate
principal amount of our 4.700% Notes due 2013,
$500 million aggregate principal amount of our
5.650% Notes due 2018 and $400 million aggregate
principal amount of our 6.500% Notes due 2038 that have
been registered under the Securities Act of 1933, as
amended, or the Securities Act, for an equal amount of our
outstanding $600 million aggregate principal amount of our
4.700% Notes due 2013, $500 million aggregate principal
amount of our 5.650% Notes due 2018 and $400 million
aggregate principal amount of our 6.500% Notes due 2038,
respectively, that have not been so registered to satisfy our
obligations under the registration rights agreement that we
entered into when we issued the old notes in a transaction
exempt from registration under the Securities Act.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City
time, on December 3, 2008, unless we decide to extend it.

Conditions to the Exchange Offer The registration rights agreement does not require us to
accept old notes for exchange if the exchange offer or the
making of any exchange by a holder of the old notes would
violate any applicable law or interpretation of the staff of the
SEC or if any legal action has been instituted or is
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