Dell Inc. 401(k) Plan Summary Plan Description and Prospectus. Effective January 1, 2012

Transcription

1 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus Effective January 1, 2012

2 Table of Contents Introduction... 1 Plan Highlights... 2 Safe Harbor Notice... 3 Eligibility... 4 Enrollment... 5 Service and Vesting... 6 Your Contributions... 7 Company Contributions Make-Up Contributions After Military Service Investments How Your Account Works Loans In-Service Withdrawals...29 Distributions Prospectus for the Dell Stock Fund Plan Administration Information Glossary Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

3 Introduction Planning for the future is not easy; especially when it requires saving money. The fact is that regardless of your income, it can be difficult to save. That is why Dell Inc. (the "Company") provides the Dell Inc. 401(k) Plan (the "Plan"). Through tax-advantaged payroll deductions and other retirement savings tools, the Plan can help you maximize your retirement savings. This document summarizes the key features of the Dell Inc. 401(k) Plan. Please read this summary carefully. It is written in simple, non-technical language and is intended to help you understand how this Plan can benefit you and your family. Certain terms used throughout this SPD have specific meanings under the Plan. These terms are important to your understanding of the Plan and are defined in the Glossary section. Summary Plan Description and Prospectus The purpose of this Plan is to provide you as an eligible Dell Team Member with an investment tool for retirement planning. This Summary Plan Description (SPD) and Prospectus for the Dell Stock Fund describe the principal provisions of the Dell Inc. 401(k) Plan (as amended and restated effective January 1, 2009 and later amended effective March 29, 2010, January 1, 2011 and January 1, 2012). Every effort has been made to make this summary description as accurate as possible. However, this SPD is not the Plan document and is not meant to interpret, extend or change the provisions of the Plan in any way. Your right to any benefit depends on the actual facts, terms and conditions of the Plan document and no rights accrue due to any statement in this SPD. Please keep in mind that if there is any conflict between this SPD and the provisions of the official Plan document, the Plan document will control. In the case of any ambiguity, the Plan Administrator s interpretation is final. If after reviewing this SPD you have questions concerning the operation of the Plan, please contact the Plan Administrator. Copies of the Plan document are available to you at no charge through the Dell Benefits Department. See the Plan Administration Information section for contact information. The Plan s investment choices include the Dell Stock Fund that invests in shares of the Company s common stock. This SPD constitutes part of a prospectus covering securities that have been registered under the Securities Act of The Securities and Exchange Commission and the state securities regulators have not approved or disapproved these securities, or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 1 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

4 Plan Highlights This Plan provides you with the savings advantages allowed by current tax laws. Some of the benefits the Plan offers include: You may choose to make Pre-Tax Contributions, Roth After-Tax Contributions or both. You may choose to save between 0% and 50% of your pay, up to the IRS limit ($17,000 in 2012); this limit applies to any Pre-Tax and Roth After-Tax Contributions combined. If you are over age 50, or if you will turn age 50 within the current year, you may also elect to make Catch-Up Contributions on a pre-tax or Roth after-tax basis, up to the IRS limit ($5,500 in 2012). The Company provides a Matching Contribution, dollar for dollar on the first 5% of your eligible Compensation that you contribute to the Plan. You may invest your contributions among the investment options offered under the Plan, each with a different degree of potential risk and reward. All contributions to the Plan and all investment earnings on those contributions are eligible for special tax advantages. 2 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

5 Safe Harbor Notice As of January 1, 2005, the Plan was modified to operate as a special type of 401(k) plan referred to as a safe harbor 401(k) plan. At least 30 days, but no more than 90 days, before the beginning of each Plan Year, you will be provided with a notice describing your rights and obligations under the Plan. This portion of the SPD is intended to serve as your Safe Harbor Notice. Newly hired Team Members are immediately eligible to participate in the Plan. If you become eligible for the Plan as a new hire after the 90 th day before the beginning of the Plan Year, the Notice will be provided to you no later than the date on which you become eligible. Plan Contributions The contributions discussed in this paragraph are determined based on the definition of Compensation described in the Glossary section. You may make Pre-Tax Contributions and/or Roth After-Tax Contributions to the Plan. Your Compensation will be reduced each pay period by the whole percentage(s) you elect. If you elect to contribute on both a Pre-Tax and Roth After-Tax basis, your Pre-Tax Contribution amount will be withheld first. Rules regarding how and when you may elect to contribute are located in the Eligibility and Enrollment sections. The Company will make a Matching Contribution to your account equal to 100% of your Pre-Tax and/or Roth After-Tax Contributions, not to exceed 5% of your Compensation. In addition to the contributions identified above, you or the Company may make additional contributions to the Plan. Refer to the Your Contributions and Company Contributions sections for information about additional contributions that may be made and whether you are eligible for those contributions. Vesting and Distributions You are 100% Vested in any contributions you make to the Plan (Pre-Tax Contributions, Roth After-Tax Contributions, Rollovers/Direct Transfers from other plans and/or Catch-Up Contributions, as applicable) as well as in any Company Contributions (Matching Contributions, Retirement Savings Contributions, Top-Heavy Contributions and/or True-Up Matching Contributions, if any). Safe Harbor Matching Contributions are generally treated as Pre-Tax Contributions for determining when you may take a distribution of these contributions. However, Safe Harbor Matching Contributions may not be distributed due to hardship. Refer to the Distributions section to determine when you are eligible for a distribution from your account. 3 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

6 Eligibility You may participate in the Plan if you are a Dell Team Member, unless you are an Excludable Team Member. You are an Excludable Team Member if you are: A Team Member who is part of a union, unless your contract allows you to participate in the Plan; A non-resident alien not receiving U.S. income; A leased employee; Not on the payroll records of the Company (including Independent Contractors); On the payroll of Spherion Corporation; Classified by the Company as a college or high school intern (including, but not limited to, having a ADIN001, ADIN002 or ADIN003 job code), unless you made Pre-Tax Contributions to the Plan on or before July 31, 2003; Classified by the Company as a security guard and you are also employed by a law enforcement agency or a security firm, unless you submitted an election to make Pre-Tax Contributions to the Plan on or before July 31, 2003; or Not on the U.S. payroll of the Company or a subsidia ry of the Company (see the Team Members Not Paid on U.S. Payroll section for more information). If you are an eligible Team Member, you can participate in the Plan on your date of hire or rehire. Once eligible to participate, you may enroll in the Plan on the Your Benefits Resources website ( see the Enrollm ent section), which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Team Members Not Paid on U.S. Payroll Team Members who are not paid through the U.S. payroll are not eligible to participate in the Plan. However, certain Team Members that are not on the U.S. payroll may already have an Individual Account balance. This situation is most commonly the result of a U.S. Team Member that transfers to work with Dell in a country other than the U.S. as a long-term international assignee (also known as an inter-country transfer). The following Plan rules apply if you are a Team Member in this situation: You continue to earn service credit while employed with Dell; You are eligible to take a lump sum distribution of your Vested Individual Account Balance when you terminate your employment with Dell (refer to the Distributions section for more information); You are eligible to take an age 59½ withdrawal at age 59½; You are not eligible to take new loans or Financial Hardship withdrawals; If you have an outstanding loan, you must continue to make loan repayments while employed with Dell. Otherwise, your loan will follow the loan default rules of the Plan (refer to the Loans section for more information on loan defaults); You are not eligible to make Pre-Tax Contributions, Roth After-Tax Contributions or Rollover Contributions to the Plan; and You are eligible to receive True-Up Matching Contributions on any Pre-Tax or Roth After-Tax Contributions you made before your transfer. 4 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

7 Enrollment Visit the Dell Intranet and the Your Benefits Resources website to learn about, enroll in and manage your 401(k) Plan Individual Account. Once you meet the eligibility requirements to participate in the Plan, you may enroll at any time by completing the necessary enrollment process, either online or over the phone. During the enrollment process, you will indicate the percentage of your gross pay that you want deducted each payroll period to be contributed to the Plan as Pre-Tax Contributions, Roth After-Tax Contributions or both. You will also indicate how you want to have your contributions invested. Once enrolled, your elections remain in effect until you make a change. You may make changes at any time. Instructions for enrolling in the Plan are included on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. If you have any questions about completing the enrollment process, you can contact a Dell Benefits Center Representative at (888) , option 1. Once you have completed your enrollment, your participation will begin as soon as administratively feasible, usually with your next paycheck. When you enroll, be sure to name a Beneficiary. Naming a Beneficiary You can name the person or persons you want to receive any benefits from the Plan if you die. You may change your Beneficiary at any time by completing a new Beneficiary designation on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. If you are married and name someone other than your spouse as your sole, primary Beneficiary, you must have your spouse's written consent. Even if you choose to name your children as Beneficiaries, your spouse must give written consent, which must be witnessed by a notary public. Note: As a Plan Participant, you have the right to make enrollment and investment decisions and have the responsibility for designating your Beneficiaries. In addition, you are responsible for verifying all account information you receive and for notifying the Dell Benefits Center of any inaccuracies regarding your Individual Account. Since your spouse has certain rights under the Plan, you should immediately report any changes in your marital status to the Dell Benefits Center. 5 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

8 Service and Vesting Hours of Service Service credit is based on your hours of work. An hour of work is any hour for which you are paid or entitled to payment, including vacations, holidays and sick days and any other authorized leaves of absence. If you are an hourly paid Team Member, an Hour of Service is determined based on your actual hours worked. If you are a salaried Team Member, an Hour of Service is determined on an equivalency method based on the number of hours you are regularly scheduled to work. Reemployment If you terminate employment with the Company and are later rehired, you may begin participating in the Plan as soon as administratively feasible after your rehire date provided that you: Are a Team Member; Are not classified as an Excludable Team Member; and Have enrolled in the Plan. Vesting You are 100% Vested in any contributions you make to the Plan (Pre-Tax Contributions, Roth After-Tax Contributions, Rollovers/Direct Transfers from other plans and/or Catch-Up Contributions, as applicable) as well as any Company Contributions (Matching Contributions, Retirement Savings Contributions, Top-Heavy Contributions and/or True-Up Matching Contributions, if any). 6 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

9 Your Contributions Pre-Tax Contributions Pre-Tax Contributions are a percentage of your Compensation that you elect to contribute to the Plan through pre-tax payroll deductions. You may elect to contribute between 0% and 50% of your Compensation for a Plan Year (combined with any Roth After-Tax Contributions), subject to certain IRS limits on your contributions. The amount you elect will be deducted from your paycheck each payroll period. Pre-Tax Contributions and any earnings on those contributions are not subject to federal or most state income tax until they are distributed from the Plan. However, your Pre-Tax Contributions are subject to Social Security taxes. Roth After-Tax Contributions You may make Roth After-Tax Contributions ranging from 0% to 50% of your Compensation for a Plan Year (combined with any Pre-Tax Contributions), subject to certain IRS limits on your contributions. While Roth After-Tax Contributions are limited the same as Pre-Tax Contributions, these contributions are made on an after-tax basis. Therefore, any Roth After-Tax Contributions you make and the investment earnings on these contributions are maintained in a separate Roth After-Tax Contributions Account. The Difference Between Pre-Tax and Roth After-Tax Contributions When Pre-Tax Contributions are made, the funds go into an account before that money is taxed and it grows Tax-Deferred. When that money is withdrawn, federal and most state taxes apply on the withdrawal amount, just as with any other form of income. Roth After-Tax Contributions are made into an account after the money has been taxed. As long as that money remains in the 401(k) account for a minimum of five years and the money is withdrawn at age 59½ or older, no additional taxes are paid on those contributions or earnings. As a result, Roth After- Tax Contributions offer flexibility to build tax-free retirement income. 7 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

10 IRS Limits on Your Contributions The IRS imposes a maximum compensation that must be considered when making Pre-Tax Contributions and Roth After-Tax Contributions. Compensation for the 2012 Plan Year is capped at $250,000 by the IRS; this amount is adjusted periodically. The amount will also be prorated for a Plan Year of less than 12 months and to the extent otherwise required by law. In addition, the IRS limits Pre-Tax Contributions and Roth After-Tax Contributions, when combined, to a fixed dollar amount each Plan Year. For 2012, the IRS dollar limit is $17,000; this amount is indexed by the IRS (see definition of 402(g) Limit). If you participate in another 401(k) plan or in a similar arrangement, your total Pre-Tax Contributions and Roth After-Tax Contributions to all plans may not exceed the IRS annual dollar limit. To determine if your contributions exceed the IRS limit, total all Pre-Tax Contributions and Roth After-Tax Contributions reported on your W-2 Forms from each of the employers that you worked for in the calendar year. If your total Pre-Tax Contributions and Roth After- Tax Contributions exceed the dollar limit in effect for that year, it is your responsibility to notify the Plan Administrator of the plan you want to designate as the plan with the excess amount. If you designate this Plan as holding the excess amount, you must notify the Dell Benefits Center of that designation by March 1 of the calendar year following the calendar year in which the excess contributions were made. You can contact the Dell Benefits Center at (888) , option 1. The Plan Administrator will then distribute the excess amount to you, plus any earnings attributed to that amount. Please consult a tax professional to determine your individual tax consequences. If applicable, you may forfeit corresponding Matching Contributions attributable to the excess amount. Starting and Stopping Your Contributions Your Pre-Tax Contributions and/or Roth After-Tax Contributions may be stopped, started or changed at any time by contacting the Dell Benefits Center at (888) , option 1, or online at Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Your changes will be processed as soon as administratively feasible. If you elect to stop your Pre-Tax Contributions and/or Roth After-Tax Contributions, you can resume Pre-Tax Contributions and/or Roth After-Tax Contributions as of the first day of any subsequent pay period. Rollovers and Direct Transfers from Other Plans If you participated in a qualified retirement plan sponsored by a former employer, you can protect the Tax-Deferred status of your distribution by transferring the balance from your former employer s plan account into the Dell 401(k) Plan; this is known as a Rollover Contribution. Your Rollover Contribution will be deposited in your Rollover Contributions Account as soon as administratively feasible after the contribution is received by the Plan. Your account balance will reflect any amounts rolled over into the Plan along with your other accounts in the Plan. With respect to after-tax rollovers, the Plan will only accept after-tax rollovers from a Roth 401(k), which will be deposited in your Roth Rollover Account. 8 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

11 Types of Rollover Contributions A direct rollover is when a distributing eligible employer plan or Individual Retirement Account (IRA) makes an eligible distribution payable to the Dell 401(k) Plan. The Dell 401(k) Plan accepts Roth After- Tax rollovers from other qualified 401(k) Plans. However, you cannot roll Roth IRA money or non-roth after-tax money, into the Dell 401(k) Plan. If an eligible distribution is not a direct rollover but is instead made payable to you, you have various options. One option is to roll over all or part of the distribution into the Dell 401(k) Plan. You must deposit the rollover into the Plan within 60 days after it is distributed to you. Any money that is not directly rolled over may be subject to tax withholding and penalties. If you want to roll over the entire eligible distribution amount, you must use your own money to replace the money that is withheld by the plan or financial institution that issues your distribution payment to you. When you file your annual tax return, depending upon your tax circumstances, you may be able to obtain a refund of the amount of taxes that were withheld. Requesting a Rollover into the Plan To roll money into the Plan, request a Rollover Contribution Form from the Dell Benefits Center at (888) , option 1, or online at the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Your Rollover Contribution is credited to a separate rollover sub-account in the Dell 401(k) Plan; the Rollover Contributions Account or the Roth Rollover Contributions Account. You can invest the money in your Rollover Contributions and/or Roth Rollover Contributions Account according to your current investment choices or you can make new choices on the Form. After you complete and sign the Form, return it to the Dell Benefits Center along with: Proof that the money you are rolling over was originally distributed from an eligible employer plan; Proof that the rollover amount is an eligible Rollover Contribution; Proof that the rollover amount does not include personal after-tax contributions if the rollover is from an Individual Retirement Account (IRA); and The rollover distribution check. The Dell 401(k) Plan does not accept in-kind transfers of share certificates as part of Rollover Contributions; only cash contributions are allowed. The Rollover Contribution Form you receive will include this information along with instructions to complete the Form and instructions on the additional documentation necessary to submit with the Form. 9 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

12 Catch-Up Contributions If you are age 50 or older, consider making Catch-Up Contributions to your 401(k) account. If you are or will turn age 50 or older during a Plan Year, you are permitted to make a higher level of Pre-Tax Contributions and/or Roth After-Tax Contributions to the Plan as Catch-Up Contributions and/or Roth Catch-Up Contributions. The annual Catch-Up Contribution limit may vary annually. For Plan Year 2012, the maximum Catch-Up Contribution is $5,500, which applies to pre-tax and after-tax Catch-Up Contributions combined. If you are eligible to make Catch-Up Contributions you must make a separate contribution election. The Plan accepts only those contributions that exceed limits set by the Plan or by regulations that apply to you and that have been designated as Catch-Up Contributions. Instructions for making a Catch-Up Contribution election are available online at the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Your election for Catch-Up Contributions will be in the form of a specified dollar amount and will be deducted from each paycheck until you hit the annual limit for Catch-Up Contributions. For example, if you elect $500 for your Catch- Up Contribution, the Plan Administrator will deduct $500 from each paycheck until you hit the annual maximum limit. If you elect to contribute on both a Pre-Tax and Roth After-Tax basis, your Pre-Tax Contributions will be withheld first each pay period. If you are close to the $5,500 annual contribution limit, it is possible your Roth After-Tax amount will not be withheld. Your Catch-Up Contribution election will not roll forward to future Plan Years. Unlike traditional Pre-Tax Contribution elections and unlike Roth After-Tax Contribution elections, each year you must make a new election to request that Catch-Up Contributions be withdrawn from your paycheck and deposited into your Individual Account. 10 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

13 Company Contributions The balance in your Company Contributions and Earnings Account is not subject to income tax until it is distributed to you. Matching Contributions Dell matches 100% of the first 5% of your Compensation that you contribute to the Plan. Dell contributes a Matching Contribution to the Plan on your behalf each pay period. The Matching Contribution is equal to 100% of your Pre-Tax Contributions and/or Roth After-Tax Contributions, up to 5% of your Compensation. Your Matching Contributions are deposited in your Safe Harbor Matching Contribution Account. Retirement Savings Contributions From time to time, the Company may, at its sole discretion, decide to contribute a Retirement Savings Contribution to the Plan on your behalf. The Contribution amount and Plan Year for which it is made are determined by the Company. Generally, a Retirement Savings Contribution is based on a percentage of your total eligible Compensation for the Plan Year. If you are eligible to receive the Retirement Savings Contribution for a Plan Year, then your share will be deposited in your Company Contributions and Earnings Account. If Dell makes a Retirement Savings Contribution for a Plan Year and you are eligible for this contribution, then the amount you receive will be based on your total Compensation paid during that Plan Year in proportion to all eligible Participants Compensation in the Plan. Eligibility for Retirement Savings Contributions To be eligible for a Retirement Savings Contribution, you must: Meet the Plan s eligibility requirements; Have worked 1,000 hours during the Plan Year; and Be employed with the Company on the last day of the Plan Year. If you retire at or after your Normal Retirement Age (generally age 65), become permanently disabled or die during the Plan Year, you or your Beneficiary(ies) will receive any Retirement Savings Contribution made for that Plan Year whether or not you worked 1,000 hours during the Plan Year or were employed on the last day of the Plan Year. 11 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

14 Top-Heavy Contributions The Company may be required to make a minimum Retirement Savings Contribution to the Plan on your behalf in certain Plan Years when the Plan is determined to be top-heavy, based on a mathematical test that compares the account balances of certain owners and officers of the Company to the account balances of all other Plan Participants. If Dell is required to make a top-heavy minimum contribution to the Plan on your behalf, then it will be made as part of, or instead of, any Retirement Savings Contribution Dell may make for the Plan Year. The Plan is tested each year to determine if it is topheavy. True-Up Matching Contributions A True-Up Matching Contribution is made on your behalf if you contribute at least 5% of your eligible Compensation during a Plan Year but do not receive Matching Contributions on all Pre-Tax Contributions and/or Roth After-Tax Contributions up to 5% due to fluctuations in contribution levels during the year or due to hitting the contribution limit early in the Plan Year. A True-Up Matching Contribution is typically posted to your Individual Account within two months after the end of the Plan Year for which it is made. Employer Fail-Safe Contributions In some Plan Years, because of low participation or other factors, the Plan may not satisfy certain tests to remain a qualified plan as required by the IRS. The Company may choose to satisfy these tests by making an Employer Fail-Safe Contribution to the Plan on behalf of some eligible Participants. Because these tests can also be satisfied using other methods, the Company may choose not to make an Employer Fail-Safe Contribution during a particular Plan Year. If an Employer Fail-Safe Contribution is made on your behalf for a Plan Year, the contribution will be considered a Pre-Tax Contribution and will not count towards the IRS 402(g) Limit on your contributions. 12 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

15 Make-Up Contributions After Military Service If you leave the Company due to qualified military service," as defined by the Uniformed Services Employment and Reemployment Rights Act (USERRA), you have a window of opportunity within which you are entitled to make up Pre-Tax Contributions and/or Roth After-Tax Contributions that you would have made if you were not away from the Company for qualified military service. These contributions are known as Make-Up Contributions. The amount of Pre-Tax Contributions and/or Roth After-Tax Contributions you may make up cannot exceed the amount you would have been permitted to make during your qualified military service. The Company will make Matching Contributions on your make-up Pre-Tax Contributions and/or Roth After-Tax Contributions, based on what would have been made had the Pre-Tax Contributions and/or Roth After-Tax Contributions been made during your qualified military service. If the Company made Retirement Savings Contributions during your qualified military service, the Company will contribute the Retirement Savings Contribution that you would have received during your qualified military service to your Company Contributions and Earnings Account. If you are a returning veteran, you should contact the Dell Benefits Center at (888) , option 1, for an explanation of your rights under USERRA. 13 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

16 Investments You may invest your contributions among the investment options offered under the Plan. You choose the combination of investment options that best meet your personal financial goals. The investment options are described below. This Plan is intended to be an ERISA 404(c) plan. As a result, the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant or Beneficiary. Investment Options You have 17 core investment funds from which to choose plus six Pre-Mixed Portfolios. You can choose to invest in one or more of the funds in multiples of 1%. However, if you elect to invest in the Dell Stock Fund or the Emerging Markets Equity Fund; your election is limited. You may not direct more than 20% of your contributions to either the Dell Stock Fund or Emerging Markets Equity Fund. If you do not make an investment election, your Individual Account will automatically be invested in the Pre-Mixed Portfolio closest to the date you turn age 65 based upon your date of birth. Gains or losses are reflected in the change in net asset value of your account based on the investments and transactions made in your account at the end of each business day. You can invest your Individual Account in the following: Core Funds: - Money Market Fund Lower Risk - Short Duration Bond Fund - Bond Index Fund - Bond Fund - Balanced Fund - Balanced Real Asset Fund - Large Cap Value Fund - Equity Index Fund - Large Cap Growth Fund - International Index Fund - International Value Fund - International Fund - Small Cap Value Fund - Small/Mid Cap Core Index Fund - Small/Mid Cap Growth Fund - Emerging Markets Equity Fund - Dell Company Stock Fund Higher Risk Pre-Mixed Portfolios: - Retirement Fund Fund Fund Fund Fund Fund 14 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

17 The core funds range from lower risk to higher risk. Lower risk generally means less probability of ups and downs (i.e., return volatility) and negative returns, in the short term, but potentially lower, long- term returns. Higher risk generally means more short-term return volatility, but potentially higher, long-term returns. The investment objective and strategy for each fund is listed in this section. Pre-Mixed Portfolios are investment alternatives designed to help you achieve a diversified mix of investments in your Individual Account based on when you plan to retire. Each portfolio is made up of a diversified mix of the professionally managed core funds. The percentage of each Pre-Mixed Portfolio s investments allocated to each core fund is determined by the Plan Administrator or its delegee. The Plan s Pre-Mixed Portfolios are intended to be a diversified investment solution designed for Participants seeking a single investment option. Money Market Fund Primary Investment Object: Seeks to provide current income while maintaining liquidity and a stable share price of $1. Investment Strategy: The fund invests in high quality, short-term money market instruments, including certificates of deposit, banker s acceptances, commercial paper and other money market securities. To be considered high quality, a security generally must be rated in one of the two highest credit-quality categories for short-term securities by at least two nationally recognized rating services (or by one, if only one rating service has rated the security). If unrated, the security must be determined to be of quality equivalent to those in the two highest credit-quality categories. The fund will invest more than 25% of its assets in securities issued by companies in the financial services industry and will maintain a dollar-weighted average maturity of 60 days or less. Short Duration Bond Fund Primary Investment Object: Seeks to preserve capital and moderate income generation, and to outperform the 1-3 year Barclays Capital Government/Credit index over a market cycle. Investment Strategy: The fund invests in a diversified portfolio consisting primarily of high quality bonds and other fixed income securities, including government obligations, corporate bonds, mortgages and asset-backed securities. These investments may be supplemented by opportunistic investments in sectors such as high-yield, non-dollar and emerging markets debt, which may carry higher risks. The fund invests in fixed income securities with short, intermediate and long maturities aligned to the Barclays Capital 1-3 Year Government/Credit Index. Bond Index Fund Primary Investment Objective: Seeks to track the performance of a broad, market-weighted bond index. Investment Strategy: The fund employs a passive management or indexing investment approach designed to track the performance of the Barclays Capital U.S. Aggregate Float Adjusted Index. This Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States including government, corporate and international dollardenominated bonds, as well as mortgage-backed and asset-backed securities all with maturities of more than one year. 15 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

18 Bond Fund Primary Investment Objective: Seeks to provide maximum total return consistent with long-term preservation of capital by investing in high-grade bonds as well as more opportunistic and potentially riskier sectors, such as high-yield and non-u.s. bonds. Investment Strategy: The fund invests in a diversified portfolio consisting primarily of high quality bonds and other fixed income securities, including government obligations, corporate bonds, mortgages and asset-backed securities. These investments may be supplemented by opportunistic investments in sectors such as high-yield, non-dollar and emerging markets debt, which may carry higher risks. The fund invests in fixed income securities with short, intermediate and long maturities aligned to the Barclays Capital Aggregate Bond Index. Balanced Fund Primary Investment Objective: Seeks to provide regular income, conservation of principal and an opportunity for long-term growth of principal and income. Investment Strategy: The fund seeks to achieve these objectives by investing in a diversified portfolio of stocks and bonds. - Stock Segment: The stock segment of the fund invests in well-established companies that, view of the fund s manager, have positive earnings prospects not reflected in the current price. The fund holds no more than 75% of its total assets in stocks. - Bond Segment: The bond segment of the fund invests in a diversified portfolio consisting primarily of high quality bonds and other fixed income securities, including U.S. government obligations, corporate bonds, mortgages and asset-backed securities. To a lesser extent, the fund may also invest in below investment grade fixed income securities. The fund invests in fixed income securities with short, intermediate and long maturities aligned to the Barclays Capital Aggregate Bond Index. Balanced Real Asset Fund Primary Investment Objective: Seeks to provide long-term returns consistent with inflation with strong relative performance in rising inflation environments. Investment Strategy: Diversified global exposure to multiple asset classes that seeks to add value from top-down allocation and bottom-up security selection decisions. The fund seeks to achieve these objectives by investing exposure to various manager defined inflation sensitive themes such as energy, precious metals, climate change, natural resources and agriculture. These themes are invested through inflation sensitive equities, commodities and Treasury Inflation Protected Securities (TIPS). As inflationary conditions evolve, the Portfolio team will include exposure to market segments that they believe will do best given their view on the sources of future inflation. Large Cap Value Fund Primary Investment Objective: Seeks to provide long-term growth of capital and income, with reasonable current income as a secondary objective. Investment Strategy: The fund seeks to achieve these objectives by investing in well-established companies, which in the view of the fund s manager, have positive earnings prospects not reflected in current price. The strategy is based on long-term factors and, as a result, portfolio turnover tends to be low. in 16 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

19 Equity Index Fund Primary Investment Objective: Seeks to match the performance of the S&P 500 Index. Investment Strategy: The fund is invested in virtually all of the S&P 500 Index stocks in their appropriate capitalization weights. The fund is designed to replicate the returns of the S&P 500 Index, which accounts for about 70% of the value of all publicly traded U.S. equities. Large Cap Growth Fund Primary Investment Objective: Seeks to provide long-term capital appreciation. Investment Strategy: The fund emphasizes investments in large capitalization U.S. common stocks. It will normally invest up to 75% of its assets in equity securities selected primarily for their longterm growth potential, but will also invest in companies that the fund s manager believes are temporarily undervalued. The fund may invest up to 15% of assets in non-u.s. securities. Trade Restriction: If your last transfer out of the fund was more than $5,000, there is a restriction that prevents you from reallocating or transferring money back into this fund for 30 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases of $5,000 or less, Rollover Contributions, loan payments, retirement plan contributions or distributions. The restriction also excludes activity in any of the Pre-Mixed Portfolio funds that contain the Large Cap Growth Fund. Your ability to transfer money out of this fund is not restricted. International Index Fund Primary Investment Objective: Seeks to track the performance of a benchmark index that measures the investment return of stocks of companies located in developed and emerging markets outside of the United States. Investment Strategy: The fund employs a passive management or indexing investment approach designed to track the performance of the FTSE All-World ex-us Index, a free-floatadjusted, market-capitalization-weighted index designed to measure equity market performance of international markets. The Index includes stocks of companies located in 46 countries, including both developed and emerging markets. Trade Restriction: Regardless of the dollar amount transferred out, there is a trade restriction that prevents you from reallocating or transferring money back into this fund for 60 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. International Value Fund Primary Investment Objective: Seeks to provide long-term growth of principal and income by investing primarily in non-u.s. companies. Investment Strategy: The fund invests primarily in a diversified portfolio of equity securities issued by non-u.s. companies from at least three different foreign countries, including emerging markets. The fund focuses on countries whose economic and political systems appear more stable and are believed to provide some protection to foreign shareholders. The fund invests primarily in medium- to-large, well-established companies based on standards of the market. In selecting investments, the fund invests primarily in companies that, in Dodge & Cox s opinion, appear to be temporarily undervalued by the stock market but have a favorable outlook for long-term growth. 17 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

20 International Fund Primary Investment Objective: Seeks to provide long-term growth of capital and future income by investing in companies based outside the U.S. Investment Strategy: The fund invests in stocks of companies outside the U.S., with an emphasis on large capitalization companies in Europe, Canada, Australia and the Far East, which the fund s manager believes to be strong, well managed and attractively priced. The fund may invest a portion of its assets in emerging market stocks and non-u.s. small capitalization stocks. The fund uses a global network of in-house analysts, each specializing in fundamental analysis of specific sectors and regions, to build a portfolio based on bottom-up security selection. The fund is divided into sub-portfolios that are managed by multiple portfolio managers as well as by the research analysts as a group. Trade Restriction: If your last transfer out of the fund was more than $5,000, there is a restriction that prevents you from reallocating or transferring money back into this fund for 30 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases of $5,000 or less, Rollover Contributions, loan payments, retirement plan contributions or distributions. The restriction also excludes activity in any of the Pre-Mixed Portfolio funds that contain the International Fund. Your ability to transfer money out of this fund is not restricted. Small Cap Value Fund Primary Investment Objective: Seeks to provide long-term capital appreciation. Investment Strategy: The fund primarily invests in U.S. small and mid-capitalization stocks and to a lesser extent mid-capitalization stocks that the fund s manager perceives to be undervalued based on quantitative and fundamental research. The fund manager focuses on companies that have above-average returns, established market niches, high barriers to entry, strong capital bases and sound future business prospects. Small/Mid Cap Core Index Fund Primary Investment Objective: Seeks to track the performance of a benchmark index that measures the investment return of small- and mid-capitalization stocks. Investment Strategy: The fund employs a passive management or indexing investment approach designed to track the performance of the Standard & Poor s Completion Index, a broadly diversified index of stocks of small and medium-size U.S. companies. The S&P Completion Index contains all of the U.S. common stocks regularly traded on the New York Stock Exchange and the NASDAQ over-the-counter market, except those stocks included in the S&P 500 Index. Trade Restriction: Regardless of the dollar amount transferred out, there is a trade restriction that prevents you from reallocating or transferring money back into this fund for 60 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. Small/Mid Cap Growth Fund Primary Investment Objective: Seeks to provide long-term capital appreciation. Investment Strategy: The fund invests in U.S. small and mid-capitalization growth stocks. The fund manager utilizes bottom-up fundamental research to identify companies it believes to be well managed, with superior business models and potential for strong, long-term growth. 18 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

21 Emerging Markets Equity Fund Note: You cannot direct more than 20% of your contributions to the Emerging Markets Equity Fund. Primary Investment Objective: Seeks long-term capital appreciation by investing primarily in common stocks of emerging country issuers. Investment Strategy: The fund will invest primarily in common stocks but also may invest in other types of equity securities, including preferred stock. Under normal circumstances, the fund invests at least 80% of its net assets, at the time of initial purchase, in equity securities of issuers that - Have their principal securities trading market in an emerging country; - Alone or on a consolidated basis derive 50% or more of annual revenue from goods produced, sales made or services performed in emerging countries; or - Are organized under the laws of, and have a principal office in, an emerging country. An "emerging market country" is any country that the manager believes the World Bank and the International Finance Corporation would consider being an emerging or developing country. Typically, emerging markets are in countries that are in the process of industrialization, with lower Gross National Products (GNP) than more developed countries. Trade Fees: There is a 2% trade fee (redemption fee) that will be charged to your 401(k) account for any money that you transfer into this fund and then transfer out of the fund in less than 90 days. The fee is calculated as 2% of the dollar value transferred out of the fund in less than 90 days. The trade fee does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money in and out of this fund is not restricted. Dell Stock Fund Note: You cannot direct more than 20% of your contributions to the Dell Stock Fund. Primary Investment Objective: Investment in Dell Inc. Common Stock. Investment Strategy: This fund invests in Dell Inc. Common Stock plus a very small percentage in cash equivalents for liquidity purposes. Because the fund is invested in a single company s security, it is considered a non-diversified investment option that exposes investors to higher risk of loss compared to the other core funds and to the Pre-Mixed Portfolios offered in the Plan. Trade Restriction: There is a trade restriction that prevents you from reallocating or transferring money back into the Dell Stock Fund for 14 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. 19 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

22 Pre-Mixed Portfolios Primary Investment Objective: The Pre-Mixed Portfolios provide investment options that offer diversified asset allocation mixes by varying the level of investments between five major asset classes, including U.S. fixed income (such as bonds), real assets, U.S. large cap equity (large company stocks), U.S. small/mid cap equity (small/mid size company stocks) and non-u.s. equity (international stocks) for Team Members who want to accumulate wealth based on their risk tolerances and Time Horizon. Investment Strategy: Multiple fund managers are employed to manage the Pre-Mixed Portfolios, each being a specialist in an asset class. The managers are selected from those that manage portfolios for the core funds. Each pre-mixed portfolio has a target allocation among the five major asset classes, as follows: Asset Class Retirement Fund 2015 Fund 2025 Fund 2035 Fund 2045 Fund 2055 Fund U.S. Fixed Income 54.00% 34.64% 20.89% 17.65% 9.30% 5.34% Real Assets 15.00% 11.00% 5.50% 0.50% 0.00% 0.00% U.S. Large Cap Equity 11.27% 21.21% 29.24% 32.66% 36.33% 37.98% U.S. Small/Mid Cap Equity 4.83% 9.09% 12.53% 13.99% 15.57% 16.28% Non-U.S. Equity 14.9% 24.06% 31.84% 35.20% 38.80% 40.40% The fund is managed to stay within the above target allocations, which are as of September 1, However, actual allocations may vary at any give time due to market movements and cash flows into the fund. Additional information about the strategies employed by each pre-mixed portfolio fund can be found in the applicable fund profiles provided by Lipper. Connect to Lipper through the Your Benefits Resources (YBR) 401(k) Savings home page at resources.hewitt.com/dell and click on Check Fund Performance or contact the Dell Benefits Center at (888) Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

23 Selecting and Making Changes to Your Investment Elections To make changes to your investment selections and to get information about the investment alternatives available in this Plan, you may access Plan information online at the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or you may contact the Dell Benefits Center by phone at (888) , option 1. You should take the following steps if you want to change your investment elections: Learn more about investing for retirement by contacting a professional financial advisor. In addition, the following information will help you understand some important concepts about investing and about the Plan s investment options: - Articles on the Your Benefits Resources website; - Articles on the Financial Engines website; - Articles on the Hewitt Personal Finance Center website accessed via the Your Benefits Resources website; - Fund prospectuses on the Your Benefits Resources website; and - Lipper pages on the Your Benefits Resources website. If you would like to enroll or make a change, go to the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or call (888) , option 1. See the How Your Account Works section for additional information. Remember, at any time, you can change the investment of: - The current balances of your Individual Account; and/or - Future contributions to your Individual Account. Remember, your investment elections for the Dell Stock Fund and the Emerging Markets Equity Fund are limited to 20%. See the How Your Account Works section for a description of the timing surrounding the execution of your investment transactions. Please note that your ability to make changes in your investment elections may be subject to certain limits under the Company s Trading Window policy. Further information about the Trading Window policy is available from Inside Dell You and Dell > Departments > Le gal and Government Affairs >Legal Home Page (click on the link titled Trading Window Information). 21 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

24 Financial Engines As part of the Plan, you have access to Financial Engines (FE) resources, which includes professional investment advice services available to help you manage your Plan investments and the online investment advice service that you and other Plan participants pay as an integral part of the Plan. The online service is available to you at any time and no additional fees are charged. For the managed accounts investment advice service, you pay an additional amount, as described later in this section. Financial Engines Online Investment Advice Service The Financial Engines online investment advice service can help you by: Providing professional advice on how to invest your money within the Plan. Evaluating your future financial outlook for meeting your financial retirement goals by: - Informing you of how likely you are to reach your financial retirement goals; and - Recommending specific actions you can take within the Plan to improve your chances of meeting your goals; and - Suggesting changes, as needed, to your targeted retirement date, to your current savings contribution rates and/or to the way your Plan savings are allocated among the Plan s investment funds. Enabling you to see how much retirement income you can expect based on certain factors, such as your potential Social Security income, the current financial assets you hold both in and outside of the Plan and your current savings and investing behaviors. Providing informative articles and other information to build your financial and investment knowledge. Financial Engines Managed Accounts Investment Advice Service In addition to the online investment advice service, you have access to Financial Engine s managed accounts investment advice service. If you elect to participate in this voluntary, fee-for-service, investment advice service: You will: - Receive a personalized retirement plan, complete with an investment, savings and retirement income plan; and - Have the opportunity to talk to an investment advisor representative. FE will help you optimize your retirement plan by: - Giving you the ability to manage and monitor your retirement account; - Alerting you to additional savings, accounts and income sources to consider; - Helping you manage Company stock; and - Keeping you informed with retirement updates. Unlike the online investment advice service, when you elect to use the managed accounts investment advice service, you are directing Financial Engines to actively manage your Plan investments on an ongoing basis until you elect to cancel the service. The managed accounts investment advice service can help you determine the amount you need to be contributing to the Plan. However, it is still important for you to help manage your retirement future, for example, by ensuring you are saving enough towards your retirement and reviewing your personal statements and retirement evaluations that FE will send to you on a recurring basis. 22 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

25 Since participating in the Managed Accounts through FE is voluntary, there is no minimum account balance required and you can cancel your participation at anytime. However, if you choose to participate and have FE help manage your 401(k) account, there is an ongoing, recurring basis point fee. The fee is tiered, based on each tier of money you have in your Dell 401(k) Plan account. The fee is: 0.50% for the first $100,000 in your account; plus 0.40% for the next $150,000 in your account; plus 0.30% for any amounts that exceed $250,000 in your account. While fees are calculated on an annual basis, they are applied quarterly throughout the year. 23 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

26 Qualified Default Investment Alternatives The Plan also has set up Qualified Default Investment Alternatives (QDIAs) for Participants who have elected to contribute but have not designated any investment fund options. When it is necessary to default a Participant s contributions or other assets into the Plan s QDIA, assets are invested in the pre-mixed portfolio fund that best approximates the Participant s retirement age. An age 65 retirement is assumed, and your date of birth is used to calculate your projected retirement date. The following chart indicates which Pre-Mixed Portfolio fund will apply depending on your date of birth: Date of Birth Before 12/31/1943 Default Investment Fund Retirement Fund 1/1/ /31/ Fund 1/1/ /31/ Fund 1/1/ /31/ Fund 1/1/ /31/ Fund 1/1/1984 and later 2055 Fund Each of the Plan s Pre-Mixed Portfolios is fully diversified but does carry investment risk risk that your original investments could gain or lose earnings. You are not required to maintain investments in the Pre-Mixed Portfolios. You can elect to transfer your investments in and out of the Pre-Mixed Portfolios each day that the market is open. Only you and your financial advisor can determine the appropriate financial investments for your future retirement. As you invest, it is important that you carefully consider your Time Horizon, your comfort with varying levels of investment risk, your retirement and other financial goals and other factors that you or your financial advisor determine are important. 24 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

27 How Your Account Works Accessing Your Account You may access information concerning your Individual Account on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. - You will have access to your current account balances, contribution rate, investment information, loan information and general Plan information. - You may submit your Pre-Tax Contribution and/or Roth After-Tax Contribution elections at any time through this site. - You can also change your investment election for future contributions and your investment of current account balances. You may also access the Your Benefits Resources website from outside the Dell Intranet by logging on to resources.hewitt.com/dell. Your benefits user ID and password will be required when accessing the website from outside Dell. You may call (888) , option 1, for the Dell Benefits Center automated voice response system. You may also speak to a Dell Benefits Center Representative. All you need is your benefits user ID and your password. If you forget either of those, a Dell Benefits Center Representative will confirm some personal data with you and then the log in information to your preferred address. If an address is not on file, the log in information will be sent to you via U.S. mail and will arrive within 7 10 business days. You can call the Dell Benefits Center at any time. The system will answer 24 hours a day (except during scheduled maintenance on Sundays between 12 a.m. and 12 p.m. (Central Time)). There may be occasional delays or interruptions in service due to unanticipated power outages or other factors. Dell Benefits Center Representatives are available at (888) , option 1, from 8:00 a.m. to 8:00 p.m. (Central Time), Monday through Friday. Account Valuation Your Individual Account will be valued every weekday except for stock exchange holidays such as Memorial Day, Good Friday, President s Day, etc. Timing of Account Transactions Following is a description of the timing for each type of transaction you can request. Although the Company, the Plan Administrator and the Trustee will make every effort to meet the following schedules, the timing cannot be guaranteed: Deposits: The Company will make every reasonable effort to have your contributions invested in your choice of investment funds within five business days after each pay date. Fund Transfers/Reallocations: If you complete a request for an investment fund transfer or reallocation before 3:00 p.m., Central Time, on a day your account is valued (as described above), every reasonable effort will be made to process your request and, assuming your request is approved, to ensure the transaction is effective that same day. 25 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

28 If you complete a request for an investment fund transfer or reallocation after 3:00 p.m., Central Time, on a day your account is valued, or if you request a transfer on a day your account is not valued, every reasonable effort will be made to process your request on the next day on which your account is valued and, assuming your request is approved, to ensure the transaction is effective that same day. Costs Associated with Plan Participation Fees will be directly debited from your Individual Account for administration of loans taken against your Individual Account. There is a $75 processing fee for each loan. The Plan pays administrative expenses associated with Plan operations by charging a monthly fee to all Plan participants (before January 1, 2012, most expenses were paid by the Plan from Plan assets). This gives you transparency relating to Plan fees you pay. Administrative expenses include, but are not limited to, fees for administrative services performed by the Plan s record keeper, investment advice provided by Financial Engines, consulting provided by the Plan s investment consultant and asset management activities performed by the Trustee. All of the above fees are in addition to the investment management fees charged by the investment fund managers of each investment fund in the Plan, or additional fees you pay, such as for the Financial Engines managed accounts investment advice or for loans. These investment management expense ratios can be found on the Your Benefits Resources website in the Prospectuses and in the Lipper pages. The Dell Benefits Center can help you locate this information. Contact the Dell Benefits Center at (888) , option 1, between the hours of 8:00 a.m. and 8:00 p.m. Central Time, Monday through Friday. Plan Statements Account statements will be mailed to you quarterly. You may also access your account information at any time on the Your Benefits Resources website. You will receive quarterly statements from the Plan showing the value of your Individual Account. Information about your Pre-Tax Contributions, Roth After-Tax Contributions, Catch-Up Contributions, Roth Catch-Up Contributions, Rollover Contributions, Roth Rollover Contributions, Matching Contributions, Retirement Savings Contributions, Employer Non-Discretionary Contributions and investment earnings (or losses) will be shown on the statement. 26 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

29 Loans While you are an active Team Member, the Plan allows you to request and, if approved, obtain a loan from the Plan. You may request a loan on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or by calling the Dell Benefits Center at (888) , option 1. There are a number of conditions and restrictions that apply to a Plan loan: Interest Rate: You must pay reasonable interest at the rate set by the Plan Administrator. The current interest rate is available on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or by calling the Dell Benefits Center at (888) , option 1. Collateral: You must secure each loan with an irrevocable pledge and assignment of your Individual Account and other security the Plan Administrator accepts as adequate. Loans will be deducted from your Individual Account in the following order: - Rollover Contributions; - Retirement Savings Contributions; - Matching Contributions; - Pre-Tax Contributions; - Roth Rollover Contributions; and - Roth After-Tax Contributions; Number of Loans: You may have only two outstanding loans at any time. However, the total outstanding balance of all loans may not exceed the maximum loan amount shown below. Minimum Loan Amount: The minimum loan amount is $500. Maximum Loan Amount: Your loan will be limited to the lesser of: - ½ of your Vested Individual Account Balance, less any outstanding loans; or - $50,000, reduced by the highest outstanding balance of the sum of all your loans from the Plan during the one-year period ending on the day before the loan is funded. Processing Fee: A one-time $75 processing fee will be debited directly from your Individual Account for each loan taken against your Individual Account. Repayment Period: You must repay the loan within 4.5 years, unless your loan qualifies as a primary residence loan. A primary residence loan is a loan used to acquire your principal residence (not a second home or vacation home). A primary residence loan may be repaid over a reasonable period of up to 20 years. If you do not repay your loan within the terms of the loan agreement, the amount remaining payable will be treated as a distribution from the Plan and will be taxable income to you. To qualify for a primary residence loan you must complete an application and provide documentation to prove that you are purchasing a residence that you will use, within a reasonable period, as your primary residence. U.S. Payroll: You must be a Team Member on the U.S. payroll of the Company or a subsidiary of the Company to apply for a loan. 27 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

30 Default: Any loan to you will be considered in default if: - Any scheduled payment is more than 90 days overdue; - You have made a false representation to the Plan; - Any collateral is lost, stolen, damaged, destroyed, sold or encumbered, or if any levy, seizure or attachment is made thereon; or - Upon termination of your employment, the loan is not paid in full by the earlier of 90 days from your termination date or a lump sum distribution is paid to you. If the loan remains in default, the Plan Administrator will foreclose on other security or offset the Vested interest in your account by the outstanding balance of the loan when you terminate employment. The Plan Administrator will generally foreclose on the loan no later than the last day of the calendar quarter following the calendar quarter in which your last payment was made. This is considered a distribution from the Plan and may be subject to a 10% penalty for early withdrawal. You will also have to pay income tax on the amount of the defaulted outstanding balance plus interest, in the year in which the distribution is made. The loan continues to be a part of your account balance and counts against the total outstanding loans available to you under the Plan. As a Dell Team Member, you will still be required to continue loan repayments on a taxed loan until the loan is paid in full or you terminate your employment from the Company. The Plan Administrator will administer your loan as one of your directed investments. This means your Individual Account will receive all the principal payments plus the interest earned on the note. However, your Individual Account will be charged with the processing fee described above. 28 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

31 In-Service Withdrawals The primary purpose of the Plan is retirement savings. However, the Plan allows you to withdraw from your Individual Account before you terminate employment upon: Attainment of age 59½; Completion of more than 30 days of active military duty while receiving differential pay; Completion of more than 179 days of active military duty; or A Financial Hardship. The amount available for withdrawal may be limited. Any amount withdrawn will come first from your Rollover Contributions balance, if any, then the Vested amount in your Company Contributions and Earnings Account (excluding Matching Contributions deposited to your account on or after January 1, 2005) and finally from your Pre-Tax Contributions. Other than these withdrawal rights, the mandatory distribution requirements (see the Mandatory Distributions section) and your termination of employment, the Plan does not permit you to receive payment of any portion of your Individual Account for any other reason. Roth After-Tax and Roth Catch-Up Contribution In-Service Withdrawals At age 59½, you may withdraw all or a portion of your Roth After-Tax and/or Roth Catch-Up Contributions and not pay taxes on the withdrawal if your first designated Roth After-Tax or Roth Catch-Up Contribution was made at least five years before the date of the distribution. If your first designated Roth After-Tax or Roth Catch-Up Contribution was not at least five years before the date of the distribution, you will pay taxes on the withdrawal. You should consult with a tax or financial advisor regarding when your five-year period begins and ends. Before age 59½, only hardship withdrawals may be made from your Roth After-Tax or Roth Catch-Up Contributions and you are subject to the hardship withdrawal provisions. For your Roth 401(k) Rollover Contributions, you may withdraw all or a portion of this Account. You do not pay taxes on the contribution portion of the withdrawal. In general, you do not pay taxes on the investment earnings portion of your withdrawal, unless: The withdrawal is made before you are age 59½ or before you become disabled; or Your first designated Roth After-Tax Contribution was made less than five years before the date of the distribution. Age 59½ In-Service Withdrawal The same federal laws that allow for favorable tax treatment by participating in this type of Plan also place restrictions on withdrawals while you are actively employed. However, if you are age 59½ or older, you may withdraw all or a portion of your Vested Individual Account Balance for any reason. There may be tax consequences to withdrawing Pre-Tax and Roth After-Tax Contributions. You should consult with a tax or financial advisor when considering an in-service withdrawal. 29 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

32 Active Duty In-Service Withdrawal If you are called to active duty for more than 30 days and receive differential wage payments from the Company, you may withdraw all or a portion of your Individual Account balance. The 10% penalty for early withdrawal will not apply to any portion of this withdrawal that may satisfy the Qualified Reservist Distribution explained below. Withdrawals will be made from your Individual Account in the following order: Rollover Contributions; Pre-Tax Contributions; Roth Rollover Contributions; and Roth After-Tax Contributions. If you take an Active Duty Withdrawal, your Pre-Tax Contributions and Roth After-Tax Contributions will be suspended for six months. If you would like to begin contributing to the Plan following the sixmonth suspension, contact the Dell Benefits Center or log in to your Account. Qualified Reservist Distributions If you are called to active duty for more than 179 days, you may take a penalty-free Qualified Reservist Distribution (QRD) of all or a portion of your Individual Account balance. The 10% penalty for early withdrawal does not apply to QRDs. Please note that the distribution must be taken during the time you are on active duty. This provision is effective for individuals called to active duty after September 11, Withdrawals will be made from your Individual Account in the following order: Rollover Contributions; Pre-Tax Contributions; Roth Rollover Contributions; and Roth After-Tax Contributions. Financial Hardship In-Service Withdrawal If you are a Participant actively employed by the Company, you may withdraw from your Individual Account if you have a qualifying Financial Hardship. Due to legal limitations, Matching Contributions deposited to your Individual Account on or after January 1, 2005 and any earnings on these contributions are not eligible for a Financial Hardship withdrawal. Withdrawals will be made from your Individual Account in the following order: Rollover Contributions; Retirement Savings Contributions; Matching Contributions deposited before January 1, 2005; Pre-Tax Contributions; Roth Rollover Contributions; and Roth After-Tax Contributions. 30 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

33 As currently defined, Financial Hardship withdrawals can be made for: Payment of medical expenses incurred for you, your spouse or any dependent; Costs directly related to the purchase of your principal residence (excluding mortgage payments); Payment of tuition, related educational fees and room and board for the next 12 months of postsecondary education for you, your spouse, children or any dependent; Payment necessary to prevent your eviction from your principal residence or mortgage foreclosure of your principal residence; Payment for burial or funeral expenses for your deceased parent, spouse or any dependent; Payment of expenses for the repair of damage to your principal residence that would qualify for casualty deduction; and Other financial needs as deemed by the Commissioner of the Internal Revenue Service to be immediate and heavy financial needs. To qualify for a Hardship Withdrawal, you must abide by these rules: You must have used up all financial resources available to you, including your ability to borrow from the Plan. The amount of the withdrawal is limited to the amount you need to meet the specific hardship you face. You must provide appropriate documentation of your Financial Hardship to the Dell Benefits Center (i.e., medical bills, tuition fee statements, foreclosure notice, etc.). The medical expense must not be covered by any insurance program. The Plan Administrator must approve the withdrawal and ensure that it agrees with the Plan guidelines. You must be employed on the United States payroll of a Participating Employer. You will continue to be an eligible Participant in the Plan even though you have taken a Hardship Withdrawal. You will be eligible to share in any Retirement Savings Contributions Dell may contribute to the Plan. You may not repay a Hardship Withdrawal from the Plan. After taking a Hardship Withdrawal, your Pre-Tax Contributions and Roth After-Tax Contributions will be suspended for six months. In addition, you may not roll over a Hardship Withdrawal to another qualified retirement plan or an IRA. The total costs when you make a Hardship Withdrawal from the Plan include: Lost future earnings on withdrawn amounts; Current income tax; and A 10% penalty for early withdrawal (unless an exception applies). For Financial Hardship withdrawals you are required to complete a Financial Hardship Withdrawal Form. You may request a distribution from the Plan by going to the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. You must return the signed Form to the Dell Benefits Center with supporting documentation before your Financial Hardship withdrawal can be approved. A Hardship Withdrawal Form is reviewed within two business days of when it is received. If your Form and supporting documentation are completed correctly and you qualify, your Financial Hardship withdrawal will be processed from your account. If there is a problem with the materials you sent or if you did not qualify, you will be notified by mail. 31 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

34 DFS Rollover Contribution Account Withdrawal Certain former DFS Team Members who had a Rollover Contribution Account in the DFS 401(k) Plan that transferred to the Dell 401(k) Plan can withdraw their DFS Rollover Contribution Account balance at any time, as long as you are still employed with Dell. To access information about your DFS Rollover Contribution Account, or to request a withdrawal, visit the Your Benefits Resources website, which, as an active Team Member, you can access from Insid e Dell You and Dell > 401k Enroll/Make Changes, or by calling the Dell Benefits Center at (888) , option 1. How to Request a Withdrawal You can request most withdrawals from the Plan by going to the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. The amount available for withdrawal is based on your account value at the close of each business day (3:00 p.m., Central Time, or when the stock market closes, if earlier.) 32 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

35 Distributions If You Are Disabled If you become disabled while you are employed by the Company and a Participant in the Plan, you will be entitled to 100% of the amount in your Individual Account. Payment will be in the form of a single lump sum. Under the Plan, disability means any physical or mental condition resulting from bodily injury, disease or mental disorder that renders you incapable of continuing all of your usual and customary employment with the Company. Alternatively, if you qualify for long-term disability benefits under the Company s group disability benefits, you will also be considered to have a disability. The determination of disability is made by the Plan Administrator, at its sole and absolute discretion, in consultation with a licensed physician of its choosing. The determination is applied uniformly to all Participants. If You Die If you die while employed by the Company and a Participant in the Plan, your designated Beneficiary or Beneficiaries are entitled to 100% of your Individual Account balance. If you die after December 31, 2006 while on a qualified military leave of absence, your Individual Account will be treated as though you had returned to work with Dell and then died the next day. Payment will be in the form of a single lump sum. If you do not have a designated Beneficiary(ies) or your Beneficiary(ies) dies before receiving payment to which he or she is entitled, then any Individual Account balance will be paid to the following individual(s) in this order: Your surviving spouse; or Your estate. Your Beneficiaries have the same direct rollover rights and withholding requirements as you, as described in this Distributions section. 33 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

36 Claims for Benefits You may request a distribution from the Plan by going to the Your Benefits Resources website, which, as an active Team Member, you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. If you need assistance, contact the Dell Benefits Center at (888) , option 1. Certain former DFS Team Members who had a Rollover Contribution Account in the DFS 401(k) Plan that transferred to the Dell 401(k) Plan can withdraw their DFS Rollover Contribution Account balance at any time, as long as they are still employed with Dell. To access information about your DFS Rollover Contribution Account, or to request a withdrawal, visit the Your Benefits Resources website, which as an active Team Member you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or by calling the Dell Benefits Center at (888) , option 1. When you apply or your Beneficiary applies for benefits, a written or electronic notice of the claim decision will be provided within 90 days after the Plan Administrator receives the necessary documentation to process the claim. This period may be extended by 90 days if special circumstances require an extension of time for processing the claim. You or your Beneficiary will receive a notice from the Plan Administrator before the expiration of the initial period that explains the circumstances requiring the extension and the date by which the Plan expects to render a decision. If you are applying for a distribution because of a disability, a written or electronic notice of the claim decision will be provided within 45 days after the Plan Administrator receives the necessary documentation to process the claim. This period may be extended by 45 days if special circumstances require an extension of time for processing the claim. You will receive a notice from the Plan Administrator before the expiration of the initial period that explains the circumstances requiring the extension and the date by which the Plan expects to render a decision. When you receive a payout from the Plan in the form of a lump sum payment or a direct rollover to an IRA or another qualified plan, payment will be made as soon as administratively feasible following your date of termination but no sooner than 30 days after your date of termination, so that any trailing contributions from your final, eligible pay can be credited to your account. If your claim for a distribution is denied, you will be notified in writing with the specific reasons for the denial and references to the provisions of the Plan supporting the denial. This notice will also include information on how to request a review of the denied claim and any other legally required information. Dell will provide you more detailed information about your distribution options when you are eligible to receive a distribution from the Plan. You should, however, consult a qualified tax advisor before making a choice. 34 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

37 Account Balances Greater than $5,000 When you terminate your employment with the Company, you will have various options for handling your Vested Individual Account Balance. If your Vested Individual Account Balance (excluding any amounts in your Rollover Contributions Accounts) exceeds $5,000, you may elect to: Leave your money in the Plan; Receive a lump sum payment; or Roll over your balance directly to an IRA or another qualified plan. If you do not make an election, your balance will remain in the Plan. If you elect to leave your balance in the Plan, you must take payment from your account no later than 60 days after the close of the Plan Year in which the later of the following events occurs: th Your 65 birthday; or The date on which your employment ends. However, in any event, payment of benefits may date (see the Mandatory Distributions section). not be postponed beyond your mandatory distribution Account Balances Greater than $1,000 but Less than or Equal to $5,000 If your Vested Individual Account Balance (excluding any amounts in your Rollover Contributions Accounts) is greater than $1,000 but less than or equal to $5,000, you must elect either: A direct rollover to an IRA or another qualified plan; or A lump sum payment. If you do not make a direct rollover or lump sum payment election within 90 days of your termination date, your Vested Individual Account Balance will automatically be directed to a Rollover IRA on the last business day of the month equal to or following the 90 th day after your termination. When you receive your distribution election materials, you will be provided with a notice that includes the name and website of the financial institution where your automatic rollover will be invested, including an explanation of how to access information about any fees and expenses and how they will affect your Rollover IRA. For 2012, the Rollover IRA provider is Millennium Trust Company. You can contact them by calling (877) or at [email protected]. You can also contact the Dell Benefits Center for more information concerning the Plan s procedures for automatic IRA rollovers, individual IRA providers and the fees and expenses relating to automatic IRA rollovers. Account Balances of $1,000 or Less If your Vested Individual Account Balance is less than $1,000, you may elect: A direct rollover to an IRA or another qualified plan; or A lump sum payment. If you do not make a direct rollover or lump sum payment election within 90 days of your termination date, your Vested Individual Account Balance will be distributed to you as a lump sum payment on the last business day of the month equal to or following the 90 th day after your termination. 35 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

38 Rollover Election If you elect to roll over your Vested Individual Account Balance to an IRA or another qualified plan, a check will be issued to you negotiable only by the trustee or custodian of the IRA or plan. You must immediately deliver the check to that trustee or custodian. This is considered a direct rollover. A direct rollover is not taxable to you until you later receive a distribution from the IRA or qualified plan. If you elect a direct rollover, your election must include identifying information about the IRA or qualified plan. Before the election, you should contact the financial institution that sponsors the IRA or the plan administrator of the qualified plan to determine the procedure for making a direct rollover to that IRA or plan and to determine whether the IRA or plan will accept your direct rollover. A rollover will result in no tax being due until you begin withdrawing funds from the IRA or other qualified plan. However, keep in mind that under certain circumstances, all or a portion of a distribution may not qualify for this rollover treatment. Taxes Under current law, the contributions and gains credited to your Individual Account are not generally taxable as income until you receive them as distributions. After your termination from Dell, you will receive a Separation from Employment Notice informing you that you may elect the form and time of your distribution and a notice explaining the tax consequences of the options available to you. Here is a summary of that Notice: If you elect to have the distribution paid to you, federal income tax will automatically be withheld from your distribution at the rate of 20% of the taxable portion of the distribution. If you elect to have your distribution transferred directly to the trustee or custodian of an IRA or another qualified plan, the 20% withholding does not apply. If your distribution is not transferred directly to a trustee or custodian and instead is first distributed to you, the 20% withholding will apply and the rollover must be made within a strict time frame (normally, within 60 days after you receive the distribution). Please consult a tax advisor for guidance in making these decisions. 36 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

39 Designated Roth Accounts If you have made designated Roth After-Tax Contributions, Roth Catch-Up Contributions and/or Roth Rollover Contributions to the Plan, these contributions and their earnings may be rolled over to a Roth IRA or rolled directly to an eligible employer plan that accepts these rollovers. The following rules apply: Rollover into a Roth IRA: You can roll over your designated Roth Contributions either directly or indirectly to a Roth IRA. If you roll over your designated Roth Contributions to a Roth IRA, the five-taxable-year period for that designated Roth account will not carryover to the Roth IRA. Once you rollover your designated Roth Contributions to a Roth IRA, those amounts cannot later be rolled over to an employer plan. If you rollover your designated Roth Contributions to a Roth IRA, it is your responsibility to track and report to the Internal Revenue Service the amount of designated Roth Contributions via applicable IRS reporting forms. This will enable you to determine and document the nontaxable amount of future distributions, in any. Rollover into an Eligible Employer Plan: For this purpose, an eligible employer plan is a plan qualified under section 401(a), a section 403(a) annuity plan or a section 403(b) tax-sheltered annuity, provided the receiving plan provides separate accounting for the amounts rolled over, including separate accounting for the designated Roth Contributions and any earnings thereon. You cannot roll over designated Roth Contributions to a governmental 457 plan. If you intend to roll over your designated Roth Contributions to an employer plan that accepts these rollovers, you cannot have the designated Roth Contributions paid to you first (an indirect or 60-day rollover); instead, you must instruct the Plan Administrator to make a direct rollover on your behalf. Also, as indicated above, you cannot roll over your designated Roth Contributions to a Roth IRA and then subsequently roll that amount into an employer plan. Mandatory Distributions When you terminate with Dell, if your Account balance is $5,000 or more, you may elect to leave your balance in the Plan. If you do so, you must take payment from your account no later than 60 days after the close of the Plan Year in which the later of the following events occurs: th Your 65 birthday; or The date on which your employment ends. Regardless of the above, if you do not own at least 5% of the Company s stock, you must begin distribution of your Vested benefits no later than April 1 of the calendar year following the later of the calendar year in which you attain age 70½ or terminate employment with the Company. This required distribution date overrides any other distribution date described in this SPD. If you own at least 5% of the Company s stock, distribution of your Vested benefits must begin no later than April 1 of the calendar year following the calendar year in which you attain age 70½, even if you have not terminated employment with the Company or a Participating Company. 37 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

40 Selling, Transferring, Assigning or Pledging Benefits The Plan is designed to provide benefits exclusively for you and your Beneficiaries. Therefore, you cannot sell, transfer, assign, give away, pledge as collateral for a loan or otherwise encumber your interest in any way. However, there is an exception to this general rule for qualified domestic relations orders (QDROs) (see the Qualified Domestic Relations Order section) and certain fraud cases. Incompetent Payees or Those Under Age 18 If anyone entitled to payment under the Plan is a minor or has been shown to the Plan Administrator's satisfaction to be incompetent, benefits will be paid to the appropriate guardian. Distribution to the guardian will complete the Plan's obligation with respect to that benefit. Delays in Payment, Reductions or Denial of Benefits The following circumstances could cause a delay, reduction or denial of your benefits: You do not return to work after any authorized leave of absence or after any qualified military service in the U.S. Armed Forces, within the period in which your reemployment rights are guaranteed by law, and a break in service results. If a break in service occurs, you will be entitled to your Vested Individual Account Balance. The fair market value of your Individual Account investments declines. You move and do not leave a forwarding address. You die after you terminate employment and your Beneficiary(ies) does not notify the Dell Benefits Center or the Plan Administrator. Claims and Appeals Procedures You have certain rights and protections as a Participant in the Plan. The Plan has a specific procedure you must follow whenever a dispute arises regarding your benefits. Disagreements about benefits are rare, but should you disagree with the Plan Administrator's decision regarding your eligibility for or the amount of your benefit, you must follow the Plan s appeals procedures to request a review of the determination. The Plan Administrator or its delegee has complete discretion to interpret the terms of the Plan and make decisions regarding your claims and appeals. This procedure applies to all disputes. This means that if you disagree with the determination of your Vested status, the amount of the benefits reflected on your annual statement, the date your Vested benefits are to be paid or any other error you believe has occurred, you must follow this procedure before the Plan Administrator will review your claim. If your claim is denied by the Plan, you may submit a Benefits Claims Appeal to the Plan Administrator. This appeal must be submitted in writing within 60 days of receiving the denial notice. You must state your reasons for requesting the review and request a hearing. Call the Dell Benefits Center at (888) , option 1, to request a Claim Initiation Form. The Form will be mailed to your home address in 7-10 business days. Mail your written claim to the address listed on the Form. 38 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

41 A letter confirming receipt will be sent to you. This letter will also include an outline of the timeframe in which your appeal will be audited, submitted and reviewed by the Plan Administrator. The Plan Administrator will review your claim or appeal, and you will be notified of its action within 60 days after receipt of your claim. The Plan Administrator may extend the review period for an additional 60 days (for a maximum review period of 120 days) if circumstances require additional time for processing your claim. If the review period is extended, you will receive a notice of the reasons for the extension before the end of the initial 60-day period. If your appeal involves a claim regarding whether you are disabled within the meaning of the Plan, the hearing and final determination will be made within 45 days of your request for an appeal. If additional time is required for processing a disability-related appeal, this time period may be extended an additional 45 days. In all cases, you will be notified of an extension and the reasons for the extension. If your request for review of a claim is denied, you will be notified in writing with the specific reasons for the denial and references to the provisions of the Plan supporting the denial. Any legal action relating to a claim for benefits under the Plan or the administration of the Plan must be brought within the earlier of one year from the final decision on your claim or from the action forming the basis of your claim. 39 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

42 Prospectus for the Dell Stock Fund This Prospectus is a document that outlines certain information about the Plan and the shares of Dell common stock that you are eligible to purchase under the Plan. United States securities laws mandate that the Company deliver or make available to you a prospectus in connection with your participation in the Plan. This SPD contains all of the information required to be included in a prospectus. Accordingly, this document serves as both a Summary Plan Description and a Prospectus. Dell Stock Fund The Dell Stock Fund is one of the various investment alternatives available to Participants in the Plan. The Dell Stock Fund is an investment fund that invests the vast majority of its assets in the common stock of Dell Inc. However, the Dell Stock Fund also invests a small percentage of its assets in cash equivalents for liquidity purposes. When you invest in the Dell Stock Fund you purchase a unit in the fund, which represents a pro-rata share of its assets. The Trustee acquires the shares of Dell common stock purchased by the Dell Stock Fund in the open market as the Trustee receives contributions to the Dell Stock Fund. As a Company Team Member, you may invest in the Dell Stock Fund, but you are not required to do so. Risk of Investing in a Company Stock Fund An investment in the Dell Stock Fund involves a high degree of risk. The value of the fund is directly related to the price of Dell common stock. If Dell common stock loses value, your investment in the Dell Stock Fund will also lose value. Additionally, because the Dell Stock Fund invests virtually all of its assets in one security, it will likely experience a higher level of volatility and involves a higher degree of risk than other investment alternatives available under the Plan. Trade Restriction There is a 14-day trading restriction that prevents you from reallocating or transferring money back into the Dell Stock Fund for 14 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. See the Investments section for additional trade restrictions on other funds in the Plan. Registration with the SEC The Company has filed a Registration Statement (the Registration Statement ) with the United States Securities and Exchange Commission (SEC) on Form S-8 with respect to the offer and sale of Dell common stock pursuant to the Plan. If you elect to invest in the Dell Stock Fund, the shares you purchase will be freely tradable when you purchase them. Of course, even though your shares are freely tradable under the securities laws, any sale of the shares is nonetheless subject to the insider trading laws and the Company s Trading Window policy. 40 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

43 Complete Information About the Company that Pertains to the Decision to Purchase Company Stock Through the Plan This SPD contains detailed information concerning the Company and the Plan. However, because your participation in the Plan s Dell Stock Fund is an investment in the Company s common stock, you may also want to review additional information about the Company that may be relevant to your investment decision, such as the Company s business, financial results and prospects. The Company files annual, quarterly and special reports with the SEC that contain detailed information about the Company and the common stock. That information is not included in this SPD/Prospectus. However, the SEC allows us to incorporate by reference the information the Company files with the SEC, which means the Company can disclose important information to you in this SPD by referring you to those documents. This document and the documents incorporated by reference, taken together, constitute the Prospectus. Purchase Price The Plan Administrator purchases Dell common stock at the then-current market price on the open market. You do not receive a discount on the market price. SEC Reporting The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. The information below is incorporated by reference in this Prospectus and is an important part of this Prospectus: The Company s latest Annual Report on Form 10-K, which contains Dell s audited financial statements for the latest fiscal year. The Company s Quarterly Reports on Form 10-Q for any quarters ended since the end of the last fiscal year. All of Dell s other reports filed with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 since the end of the last fiscal year covered by the audited financial statements contained in the Annual Report referred to in the first bullet above, and future filings made under those Sections, until the Company files a post-effective amendment to Dell s Registration Statement on Form S-8 for the Plan that indicates that all of the shares of common stock offered have been sold or that deregisters all of the shares then remaining unsold under the Plan. The description of the Company s common stock contained in Dell s Form 8-A Registration Statement, filed with the Securities and Exchange Commission on June 20, 1988, and including any amendment or report filed to update that description. Any information contained in the documents that the Company has incorporated by reference will be superseded and updated by information in this Prospectus and by any document subsequently filed under the Securities Exchange Act of Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

44 You can obtain this information in a number of ways. The Commission maintains a website at sec.gov, which includes this information. The Registration Statement, including the exhibits thereto, may be inspected and copied at prescribed rates at SEC public reference facilities: SEC Room 1024 Judiciary Plaza 450 Fifth Street N.W., Washington, D.C SEC Regional Office 233 Broadway New York, New York SEC Regional Office 175 W. Jackson Boulevard, Suite 900 Chicago, Illinois Copies of materials can be obtained at prescribed rates from: Public Reference Section of the SEC 450 Fifth Street N.W., Washington, D.C Additionally, you may request this information from the Company. The Company hereby undertakes to provide, without charge, to each person to whom a copy of this Prospectus has been delivered, upon their written or oral request, a copy of the information that has been incorporated by reference in this SPD and the Registration Statement (not including exhibits to the information that is incorporated by reference into this Prospectus) and a copy of the other documents required to be delivered to Team Members pursuant to Rule 428(b) under the Securities Act. Requests for such documents and additional information relating to the Plan and its administration should be directed to: Global Benefits Director One Dell Way RR1-42 Round Rock, Texas (888) Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

45 Company Headquarters and Trading Symbol The Company is a Delaware corporation based in Round Rock, Texas. The Company s common stock, par value $0.01 per share, is listed on the NASDAQ National Market under the symbol DELL. The Company s corporate headquarters are located at: One Dell Way Round Rock, Texas (512) dell.com SEC Approval of this SPD/Prospectus Neither the SEC nor any state securities regulators have approved or disapproved these securities or determined if the SPD/Prospectus is truthful or complete. 43 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

46 Plan Administration Information Following are some administrative details about the Plan. Although you will not need this information on a daily basis, it is a good idea to keep it handy. Plan Name The Dell Inc. 401(k) Plan, which is a defined contribution, individual account plan, is designed to help Participants build long-term savings for retirement. This Plan became effective January 1, 1989 and was amended and restated effective January 1, 2009 and later amended effective March 29, 2010, January 1, 2011 and January 1, Plan Sponsor The Plan Sponsor is: Dell Inc. c/o Global Benefits Director One Dell Way, RR1-42 Round Rock, TX Plan Trustee All contributions to the Plan and investment earnings are held in trust for the exclusive benefit of Participants and their Beneficiaries. The Plan's Trustee is the Bank of New York Mellon. Plan Year The annual period beginning January 1 and ending December 31. Plan Administrator The Plan is administered by the Benefits Administration Committee (Committee) appointed by the Leadership Development and Compensation Committee of Dell s Board of Directors. The Committee, which is the Plan Administrator for ERISA purposes, is responsible for general Plan administration and has all of the powers necessary to administer the Plan. Committee members are: Vice President Global Compensation and Benefits Vice President Corporate Legal; and Vice President and Treasurer. The Plan Administrator may from time to time delegate to Dell team members or to other persons or entities any of its powers, duties or responsibilities. 44 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

47 The Committee has delegated responsibility for daily Plan administration to: Dell Inc. c/o Global Benefits Director One Dell Way, RR1-42 Round Rock, TX Additionally, Hewitt Associates has been retained by the Plan Administrator on a contract basis to manage the day-to-day administration of the Plan. For any assistance with applying for benefits, naming a Beneficiary or making investment elections, access the Dell Benefits Center: Intranet Address: Inside Dell You and Dell > 401k Enroll/Make Changes. Internet Address (benefits user ID and password required): resources.hewitt.com/dell. Telephone Hotline: (888) , option 1. Service of Legal Process The agent for service of legal process is the Plan Sponsor. Plan Numbers The Plan Sponsor s Employer Identification Number (EIN) is The Plan number is 001. Employment Participation in the Plan in no way guarantees you the right to continued employment with the Company or any of its affiliates, and this SPD is not and will not be construed as a contract for employment. Assignment of Benefits This Plan is intended to pay benefits only to you or your Beneficiaries. Your Individual Account cannot be used as collateral for loans (other than as security for a Plan loan) or be assigned in any other way, except as specifically provided for in a judgment, order, decree or settlement agreement for a crime against the Plan or for a violation of fiduciary responsibilities. However, benefits may be divided in a court-ordered property settlement in case of divorce or other situations that divide property (see the Qualified Domestic Relations Order section). 45 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

48 Qualified Domestic Relations Order Your account may be divided in compliance with a Qualified Domestic Relations Order (QDRO). A QDRO is a legal judgment, decree or order that recognizes the rights of another person (an alternate payee ) under the Plan. The rights in your Individual Account may concern support for a child or other dependents, alimony or marital property rights. If the Plan Administrator receives a QDRO, all or a portion of your benefits may be used to satisfy the obligation. The Plan Administrator will determine the validity of any domestic relations order received and will then administer the QDRO as directed by the court. The Plan Administrator will provide to you a copy of the Plan s QDRO procedures upon written request. Type of Plan and PBGC Status This Plan is an individual investment account, or defined contribution plan. This means each Participant builds an account in his or her own name. The benefit you receive depends on the value of your Individual Account after investment. In other words, the Plan does not guarantee to pay a specific amount of benefit and these benefits are not insured by the Pension Benefit Guaranty Corporation. Maximum Benefits The Internal Revenue Code (Code) includes provisions establishing the maximum amount of contributions to the Plan. Total contributions that you may contribute to your account each year are limited to the lesser of 50% of your pay for the year or $17,000 for 2012(this amount may be indexed in the future). The Code limits the amount of compensation that the Company may consider eligible for Matching Contribution purposes. For 2012, that limit is $250,000. Therefore, the maximum amount of Matching Contributions allowed to be made to your account by the Company in 2012 is 5% of $250,000 or $12,500. Limitations on Contributions The Plan and federal law impose limits on contributions that may be made to the Plan. The Plan imposes a contribution limit of 50% of eligible Compensation. For example, in 2012, your Pre-Tax Contributions and/or Roth After-Tax Contributions combined are limited to the lesser of the Plan limit or $17,000. This dollar limit is periodically increased for inflation. The limits are higher for Participants eligible to make Catch-Up Contributions and/or Roth Catch-Up Contributions (see the Your Contributions section for more information). 46 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

49 Plan Testing As of January 1, 2005, the Company elected to adopt a Safe Harbor Matching Contribution formula that is intended to exempt the Plan from the special nondiscrimination tests. Special nondiscrimination tests currently required by law include: Actual Deferral Percentage (ADP) Test, which tests the amount of pay that may be deferred to a plan by certain highly compensated employees, as defined by the Code. If you are included in this definition, it is possible that the percentage of your pay that you elect to defer to the Plan may be reduced to satisfy the ADP nondiscrimination test. In addition, a portion of your contributions (and any earnings) may be refunded to you. Any refunds will be subject to income tax. You will be notified by the Plan Administrator if a reduction or refund is required. Actual Contribution Percentage (ACP) Test, which tests the amount of Matching Contributions that may be made to a Plan for certain highly compensated employees. If you are included within this definition, your Matching Contributions may be forfeited to the Plan. To comply with these nondiscrimination rules, a portion of your contributions (and any earnings), beginning with any Roth After-Tax Contributions, may be refunded to you. Any refunds will be subject to income tax. The Plan Administrator will notify you if a reduction or refund is required. Therefore, highly compensated Team Members should wait until the later of the completion of these nondiscrimination tests or March 15, before filing their tax returns for the prior year. Please consult a tax professional to determine your individual tax consequences. Top Heavy Requirements This Plan is required by government regulations to include provisions that will apply if the Plan becomes top heavy. A top-heavy plan means that a majority of the Plan's benefits are being paid to Participants with higher pay. If this were to happen, even for only a limited period, the Plan is required to provide certain minimum benefits. Because of the way the Plan is structured, the Company does not anticipate having to apply these provisions. However, if the Plan were to become top heavy, you would be provided with complete information. Full details of these top-heavy provisions are available in the Plan document. Plan Document and Plan Amendments Control Subject to special statutory rules regarding qualified plan amendments, the Company reserves the right to amend the Plan or terminate Plan benefits at any time, even if you have negotiated specific benefit arrangements. In the event of a conflict between the Plan Document, this Summary Plan Description, any benefit communications or and any negotiated benefits, the Plan Document controls. Plan Termination Although the Company fully intends to continue the Plan indefinitely, it reserves the right to change or discontinue the Plan at any time. If the Company ceased to exist and no successor company continues the Plan, it would be considered terminated. If the Plan is terminated, contributions would end, you would automatically become 100% Vested and the money in your account would be distributed to you as soon as administratively feasible. 47 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

50 Your ERISA Rights You have certain rights under the Employee Retirement Income and Security Act. As a Participant in the Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act (ERISA), as described in this section. Receive Information About Your Plan and Benefits ERISA provides that you have the right to: Examine, without charge, at the Plan Administrator's office and at other specified locations, such as worksites, all Plan documents, including insurance contracts and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and Plan descriptions. Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may charge a reasonable fee for the copies. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish you with a copy of this summary annual report. Obtain a statement explaining your Vested rights under the Plan and if you have a right to receive a benefit at Normal Retirement Age (age 65). If you do not have Vested rights, the statement will tell you how many more years you have to work to acquire Vested rights. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide this statement free of charge. Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called Plan fiduciaries, have a duty to do so prudently and in the interest of you and other Plan Participants and Beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of certain documents relating to the decision (without charge) and to appeal any denial, all within certain time schedules. However, you may not begin any legal action, including proceedings before administrative agencies, until you have followed and exhausted the Plan s claim and appeal procedures. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of a Plan Document or the latest annual report and do not receive it within 30 days, you may file suit in a federal court. In this case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the Plan Administrator s control. 48 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

51 If you have a claim that is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If you believe that Plan fiduciaries have misused the Plan s money, or if you believe that you have been discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Any legal action relating to a claim for benefits under the Plan or administration of the Plan must be brought within the earlier of one year from the final decision on your claim or from the action forming the basis of your claim. Assistance with Questions If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration (EBSA) or the national office at: Division of Technical Assistance and Inquiries Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue NW Washington, DC (866) For more information about your rights and responsibilities under ERISA or for a list of EBSA offices, contact the EBSA by visiting their website at dol.gov/ebsa. 49 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

52 Glossary The following terms are used throughout the SPD and are important to your understanding of the Plan. 402(g) Limit The maximum contribution limit you may elect to defer in any one calendar year to all 401(k) and 403(b) retirement plans in which you may be participating. This limit is a personal limit and does not include any contributions that are made by any employers on your behalf. The contribution limit for the 2012 calendar year is $17,000. Beneficiary One or more people you, as a Participant in the Plan, designate to receive your 401(k) benefits if you die. Catch-Up Contributions Additional contributions you may elect to make if you are or will be age 50 or older during a Plan Year. These contributions, which may be in excess of other Plan limits, are limited to $5,500 for the 2012 calendar year. Code The Internal Revenue Code of 1986, as amended. Company Dell Inc. (Dell). Company Contributions and Earnings Account The portion of your Individual Account that includes Matching Contributions, Retirement Savings Contributions and Employer Non-Discretionary Contributions, if any, and any earnings on these contributions. Compensation Generally, this includes: Base salary; Hourly pay; Overtime pay; Shift differentials; Commissions or similar incentives; Supplemental pay received during a qualified military leave of absence; Incentive Cash Plan payments; Incentive Bonus Plan payments; Cash patent awards; On the spot awards; and Friends for hire payments received in cash or in kind from Dell to the extent these amounts are includable in gross income but not to exceed the IRS annual compensation limit ($250,000 for the 2012 calendar year). 50 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

53 Compensation also includes elective contributions to the Plan or a cafeteria plan that are not includable in your income. In addition, certain items that are includable in income will not be included in the definition of Compensation for Plan purposes. For example: Reimbursements and other expense allowances; Non-cash fringe benefits; Moving expenses; Welfare benefits; and Retention or other long-term cash incentive payments. The Plan document includes a more detailed description of the items included in (and excluded from) Compensation. Diversification The process of allocating savings across more than one type of investment to protect against return volatility and risk of investment loss. The Dell Company Stock fund is not a diversified investment option and thus contains higher investment risk than the other investment options in the Plan. The Plan s other core funds are diversified, but are not fully diversified for your individual situation. Even if you invest in several core funds, you may not be diversifying enough, because several of those funds may be invested in the same companies, industries or asset categories (stocks, bonds, cash equivalents, etc). On the other hand, the Pre-Mixed Portfolios are intended to be fully diversified. Refer to the Investments section for more information. Remember to consider your Time Horizon, retirement goals, comfort with various financial and investment risks and other personal and economic issues when determining the asset allocation that is right for you. ERISA The Employee Retirement Income Security Act of 1974, as amended. Excludable Team Member You are an Excludable Team Member if you are: A union Team Member, unless your contract allows you to participate in the Plan. A non-resident alien not receiving U.S. income. A leased employee. An individual not on the Company s payroll records (including independent contractors). An individual on the payroll of Spherion Corporation. An individual who is classified by the Company as a college or high school intern (including, but not limited to, an individual with a ADIN001, ADIN002 or ADIN003 job code), other than any individual who made Pre-Tax Contributions to the Plan on or before July 31, An individual who is classified by the Company as a security guard and who is also employed by a law enforcement agency or a security firm, other than any individual who submitted an election to make Pre-Tax Contributions to the Plan on or before July 31, An individual not employed on the United States payroll of the Company or a subsidiary of the Company. Financial Hardship An immediate and substantial financial need that you are unable to satisfy through financial resources reasonably available to you from both inside and outside the Plan. Immediate and substantial financial need is explained in the In-Service Withdrawals section. 51 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

54 Hour of Service Each hour for which you are paid or entitled to be paid, either directly or indirectly. If you are compensated on other than an hourly-rate basis, you are credited with a number of Hours of Service based on formulas defined by Department of Labor regulations. Individual Account The accounts or records maintained by the Plan Administrator or its agent showing the value of your interest in the Trust Fund. The contributions that comprise your Individual Account are: Your Pre-Tax Contributions, including Catch-Up Contributions and Rollover Contributions and earnings; Your Roth After-Tax Contributions, including Roth Catch-Up Contributions and Roth Rollover Contributions and earnings; Company Contributions and Earnings Account, which may include any of the following: - Matching Contributions Account; - Retirement Savings Contributions Account; and - Non-Discretionary Contributions Account. Matching Contributions An amount the Company contributes to the Plan on your behalf if you defer a portion of your Compensation under a salary reduction agreement during a given payroll period. See the definition of Individual Account for a list of sub-accounts, including the Matching Contributions Account. Normal Retirement Age Age 65. Participant A Team Member who is not classified as an Excludable Team Member and is enrolled in the Plan. Participating Company An affiliate of the Company designated by the Plan Administrator to participate in the Plan. Plan The Dell Inc. 401(k) Plan. Plan Administrator The Company or its appointee and the appointee s agents who are responsible for obtaining all information and maintaining all records necessary to manage the Plan. The Board of Directors of the Company has appointed the Benefits Administration Committee to administer the Plan. Plan Sponsor Dell Inc. Plan Year The 12 consecutive month period ending each December 31. Pre-Tax Contributions Those amounts of your pay that you elect to contribute to the Plan through pre-tax payroll deductions. You may defer any amount in whole percentages up to 50% of your pay as long as it does not exceed the yearly maximum contribution limits defined by Code Section 402(g) (see the definition of 402(g) Limit). Your contributions are deducted from your gross pay before federal and most state income taxes are calculated. Some states may apply state taxes to these contributions. Check with your local tax authority for details. (See the definition of Individual Account for a list of sub-accounts in your Individual Account, including the Pre-Tax Contributions Account.) 52 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

55 Qualified Default Investment Alternative (QDIA) The investment fund(s) of the Plan into which your contributions or other money is invested, if you do not have an investment election on file with the Plan. When it is necessary to default contributions or other assets into the Plan s QDIA, they are invested in the Pre-Mixed Portfolio fund that best approximates a Participant s retirement age. An age 65 retirement is assumed and a Participant s date of birth is used to calculate this projected retirement date. Each of the Plan s Pre-Mixed Portfolios is fully diversified but does carry investment risk risk that the original investments could gain or lose earnings. You are not required to maintain investments in the Pre-Mixed Portfolio; you can elect to transfer your investments in and out of the Pre-Mixed Portfolio each day that the market is open. Only you and your financial advisor can determine the appropriate financial investments for your future retirement. As you invest, it is important that you carefully consider your Time Horizon, comfort with varying levels of investment risk, retirement and other financial goals and other factors that you or your financial advisor determine are important. Retirement Savings Contribution A discretionary contribution that the Company may make from time to time on your behalf. (See the definition of Individual Account for a list of sub-accounts in your Individual Account, including the Retirement Savings Contributions Account.) Rollover Contribution A distribution originating from a former employer's tax-qualified plan or an IRA that is not an Educational, Roth or non-contributory IRA and is received and deposited in the Plan. A Rollover Contribution allows you to continue deferring taxation on the taxable portion of a distribution. (See the definition of Individual Account for a list of sub-accounts in your Individual Account, including the Rollover Contributions Account.) Rollover IRA An Individual Retirement Account, as defined by Code Section 408. Your Individual Account will automatically be invested in a Rollover IRA, if you terminate employment with the Company with an Individual Account balance greater than $1,000 but less than or equal to $5,000 and you do not elect another form of distribution. Roth After-Tax Contribution Amounts of your Compensation you elect to contribute to the Plan through after-tax payroll deductions. You may defer any amount in whole percentages up to 50% (combined with any Pre-Tax Contribution percentage) of your Compensation as long as it does not exceed the yearly maximum contribution limits defined by Code Section 402(g) (see the definition of 402(g) Limit). Your contributions are deducted from your gross pay after income taxes are calculated. Check with your local tax authority for details. (See the definition of Individual Account for a list of sub-accounts in your Individual Account, including the Roth After-Tax Contributions Account.) Roth Catch-Up Contributions Additional After-Tax Contributions you may elect to make if you are or will be age 50 or older during a Plan Year. These contributions, which may be in excess of other Plan limits, are limited to $5,500 for the 2012 calendar year, either singularly of when combined with any other Catch-Up Contributions. Roth Rollover Contribution A distribution originating from a former employer's tax-qualified plan that is a Roth 401(k) and is received and deposited in the Plan. A Roth Rollover Contribution allows you to continue deferring taxation on the taxable portion of a distribution. (See the definition of Individual Account for a list of sub-accounts in your Individual Account, including the Roth Rollover Contributions Account.) Tax-Deferred The postponement of taxation on certain contributions and earnings until amounts are received as withdrawals or distributions from the Plan. 53 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

56 Team Member You are considered a Team Member if you are employed by the Company or a Participating Company, unless you are classified as an Excludable Team Member. A Team Member is referred to as an Employee in the Plan Document and is an Employee as that term is defined in the Plan Document. Time Horizon The period you have remaining before you withdraw your retirement savings for your retirement income. As an individual investor, you must determine the Time Horizon that applies to your situation. Refer to the Investments section for more information. True-Up Matching Contribution Additional contribution made by the Company on an annual basis to each qualified Participant to meet the Plan s Matching Contribution levels where timing differences during the year might otherwise have artificially limited the contributions received under the Plan s Matching Contribution formula. Trust Fund The total assets created and established by Pre-Tax Contributions, Matching Contributions, Retirement Savings Contributions, Employer Non-Discretionary Contributions and Rollover Contributions, if any. Trustee The Bank of New York Mellon or any other trustee or trustees qualified and acting under the 401k Trust Agreement. Vested or Vested Account Balance The degree of ownership you have in the money that is represented in your Company Contributions and Earnings Account. You always have 100% ownership in the money you contribute to your Contributions and Earnings Account. Under the Safe Harbor plan design, effective January 1, 2005, all previously accumulated Matching Contributions and Retirement Savings Contributions are 100% Vested if you were employed with Dell on January 1, Matching Contributions, Retirement Savings Contributions and Non-Discretionary Contributions made on your behalf after January 1, 2005 are also 100% Vested. 54 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus