ICAHN, SOUTHEASTERN ISSUE OPEN LETTER TO STOCKHOLDERS OF DELL

(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via electronic mail. The
release was confirmed by the sender.) 
CARL C. ICAHN AND SOUTHEASTERN ASSET MANAGEMENT
ISSUE OPEN LETTER TO STOCKHOLDERS OF DELL AND DELL SPECIAL
COMMITTEE 
LET THE DESPERATE DELL DEBACLE DIE 
New York, New York, July 31, 2013 - Carl C. Icahn and his
affiliates and Southeastern Asset Management today issued the
following open letter to stockholders of Dell Inc. and the Dell
Special Committee. 
Dear Fellow Dell Stockholders and Dell Special Committee: 
Today we read that the Dell Special Committee will not accept
Michael Dell/Silver Lake’s request to amend the stockholder
approval requirement previously agreed to by Dell, Michael Dell
and Silver Lake.  We are pleased to see that the Special
Committee heeded our advice. 
But now, the Special Committee has proposed to change the record
date for the special meeting of stockholders, which would
further delay the stockholder vote that was first scheduled for
July 18.  To that proposal, we say:  Enough!  The stockholders
have spoken - and they do not want to be frozen out by Michael
Dell/Silver Lake.  Let the vote happen on Friday.  Michael Dell
has said he is “at peace either way”.  We are glad to hear it!
It is time to let the proposed freeze-out merger die. 
If the Special Committee fails to heed our advice to hold the
Special Meeting on Friday and let the stockholders finally vote
after six months of uncertainty, and instead, they decide to
reset the record date and schedule the Special Meeting for the
fourth time, it is imperative, AS WE HAVE REQUESTED FOR MONTHS,
that Dell also hold the Annual Meeting on that same day and at
the same time. 
LET’S MOVE FORWARD TO END THIS UNCERTAINTY 
The Dell Board needs to immediately set a record date for
the Annual Meeting and announce the date for the Annual Meeting.
The current Dell directors have been sitting for over a year.
We believe that the Dell Board has a fiduciary obligation to
ensure stockholders have the opportunity to make their choice: 
Do stockholders want to continue with the incumbent directors
who have supported what we believe is an undervalued merger with
the company’s founder, largest stockholder and CEO? 
OR 
Do stockholders want to elect our director nominees who, if
elected, will promptly move forward, subject to their fiduciary
duties, with a Dell self-tender offer at $14 per share plus
warrants and allow stockholders to remain in the company to
enjoy the benefits of what we believe will be a resurgent Dell
under new management? 
By negotiating an undervalued freeze-out merger, pushing
relentlessly to have it approved by even going so far as to try
to waive one of the most important stockholder protections in
the Merger Agreement, and holding an interview with The Wall
Street Journal where he espouses his concern for employees and
customers, but barely mentions and certainly shows no concern
for, his stockholders, Michael Dell has revealed all we need to
know.  And to be honest, we fear to what end he will go to keep
Dell under his control if and when his freeze-out merger is
finally allowed to be rejected.  Specifically, will he try to
purchase additional stock to further increase his 15% position
in the company in an attempt to ensure he keeps control of the
company at the Annual Meeting?  The Dell Board must consider
this question seriously and should prevent Michael Dell from
buying votes by buying shares.  What we view as the ill-effects
of Michael Dell’s influence have been broadly felt.  Since
Michael Dell returned as CEO, the stock has dropped from $24.22,
to this morning’s price of $12.46.  The freeze-out merger was
his idea all along and it has been shown to be an unpopular one.
The Board should not aid him by permitting him to increase his
influence at Dell. 
Again, to be very clear:  Take the vote on Friday.  Be “at
peace” with the outcome.  Immediately set the record date for
the Annual Meeting and give stockholders the choice they deserve
after all these months of uncertainty. 
Sincerely, 
Carl C. Icahn
Icahn Enterprises 
O. Mason Hawkins, CFA             G. Staley Cates, CFA
Southeastern                         Southeastern
Asset Management, Inc.               Asset Management, Inc. 
For assistance in voting your shares, please contact D.F. King &
Co., Inc., which is assisting Icahn and Southeastern Asset
Management, at 1-800-347-4750 (banks and brokers call 1-212-269-5550) or by e-mail at dell@dfking.com. 
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED
JUNE 26, 2013, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION
OF PROXIES BY ICAHN ENTERPRISES, LP, SOUTHEASTERN ASSET
MANAGEMENT, INC. AND THEIR RESPECTIVE AFFILIATES FROM THE
STOCKHOLDERS OF DELL INC. FOR USE AT DELL INC.’S SPECIAL MEETING
OF STOCKHOLDERS NOW SCHEDULED TO BE HELD ON AUGUST 2, 2013
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION.  A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
HAVE BEEN MAILED TO STOCKHOLDERS OF DELL INC. AND ARE ALSO
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION’S WEBSITE AT http://WWW.SEC.GOV. INFORMATION RELATING
TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN
THE DEFINITIVE PROXY STATEMENT, DATED JUNE 26, 2013. EXCEPT AS
OTHERWISE DISCLOSED IN THE DEFINITIVE PROXY STATEMENT, THE
PARTICIPANTS HAVE NO INTEREST IN DELL INC. OTHER THAN THROUGH
THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK OF DELL INC.
AS DISCLOSED IN THE DEFINITIVE PROXY STATEMENT.  WE HAVE NOT
SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD PARTY TO
INCLUDE THEIR INFORMATION IN THIS LETTER. 
FORWARD-LOOKING STATEMENTS 
Certain statements contained in this letter, and the documents
referred to in this letter, are forward-looking statements
including, but not limited to, statements that are predications
of or indicate future events, trends, plans or objectives.
Undue reliance should not be placed on such statements because,
by their nature, they are subject to known and unknown risks and
uncertainties.  Forward-looking statements are not guarantees of
future performance or activities and are subject to many risks
and uncertainties.  Due to such risks and uncertainties, actual
events or results or actual performance may differ materially
from those reflected or contemplated in such forward-looking
statements.  Forward-looking statements can be identified by the
use of the future tense or other forward-looking words such as
“believe,”  “expect,” “anticipate,” “intend,” “plan,”
“estimate,” “should,” “may,” “will,” “objective,” “projection,”
“forecast,” “management believes,” “continue,” “strategy,”
“position” or the negative of those terms or other variations of
them or by comparable terminology. 
Important factors that could cause actual results to differ
materially from the expectations set forth in this letter
include, among other things, the factors identified under the
section entitled “Risk Factors” in Dell’s Annual Report on Form
10-K for the year ended February 1, 2013 and under the section
entitled “Cautionary Statement Concerning Forward-Looking
Information” in Dell’s Definitive Proxy Statement filed with the
SEC on May 31, 2013.  Such forward-looking statements should
therefore be construed in light of such factors, and Icahn and
Southeastern are under no obligation, and expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise, except as required by law. 
Contact: 
Icahn Capital LP
Susan Gordon
(212) 702-4309 
Southeastern Asset Management
Lee Harper
(901) 818-5240 
(bjh) NY 
#<873920.660640.3.6.0.12.76>#
 
 
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