UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

þ		ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

o		TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to           .

Commission file number: 000-17017

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

DELL INC. 401(k) PLAN

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

DELL INC.
ONE DELL WAY
ROUND ROCK, TEXAS 78682

 

 

DELL INC. 401(k) PLAN

TABLE OF CONTENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010			3
Notes to Financial Statements			4
SUPPLEMENTAL SCHEDULE —
Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2010			16

NOTE:		Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Benefits Administration Committee of the Dell Inc. 401(k) Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Dell Inc. 401(k) Plan (the “Plan”) as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

Austin, Texas
June 21, 2011

DELL INC. 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2010 AND 2009

(in thousands)		2010				2009
ASSETS:
Investments:
Mutual funds		$	1,366,100			$	838,804
Separately managed funds			730,514				462,413
Stable value fund			328,857				219,013
Dell Stock Fund			122,859				147,020
Common collective trust			284,819				116,516
Short-term investment funds			13,081				2,001
Total investments			2,846,230				1,785,767
Receivables:
Participant loans			69,862				56,076
Employer contributions			9,785				6,576
Interest income			669				498
Due from broker — unsettled trades			343				1,029
Total receivables			80,659				64,179
Total assets			2,926,889				1,849,946
LIABILITIES:
Administrative expenses payable			1,959				963
Due to broker			205				54
Total liabilities			2,164				1,017
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE			2,924,725				1,848,929
ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE STABLE VALUE FUND			(400	)			4,493
NET ASSETS AVAILABLE FOR BENEFITS		$	2,924,325			$	1,853,422

The accompanying notes are an integral part of these financial statements.

DELL INC. 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2010

(in thousands)
ADDITIONS:
Contributions:
Employee		$	208,834
Employer			130,854
Employee rollovers			12,530
Total contributions			352,218
Investment income:
Interest and dividends			43,338
Net appreciation in fair value of investments			167,012
Total investment income			210,350
Interest on participant loans			2,928
Total additions			565,496
DEDUCTIONS:
Benefits paid to participants			150,993
Administrative expenses			3,515
Total deductions			154,508
INCREASE IN NET ASSETS			410,988
TRANSFER FROM PEROT SYSTEMS CORPORATION RETIREMENT SAVINGS PLAN			659,915
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year			1,853,422
End of year		$	2,924,325

The accompanying notes are an integral part of these financial statements.

DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

1. DESCRIPTION OF THE PLAN

The following brief description of the Dell Inc. 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General — Dell Inc. (the “Company” or “Employer”) originally adopted the Plan on June 1, 1989, and subsequently amended and restated the Plan effective January 1, 2007, and January 1, 2009. The Benefits Administration Committee of the Company (“BAC”) controls and manages the operation and administration of the Plan. Effective January 1, 2010, The Bank of New York Mellon (the “Plan Trustee”) replaced JP Morgan Chase Bank, N.A. (the “Prior Trustee”) as the Plan’s Trustee.

The Plan is a defined contribution plan covering all U.S. resident employees of the Company who are not covered by a collective bargaining agreement. Participation in the Plan is at the election of the employee. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

In 2006, the Company acquired Alienware Corporation (“Alienware”), and the Alienware employees became eligible to participate in the Plan on August 3, 2009. The BAC approved the assets of the Alienware Corporation Profit Sharing Plan & Trust to be merged into the Plan, with the transfer of participant accounts expected to occur by the end of 2011.

Dell acquired Perot Systems on November 3, 2009. As of January 1, 2010, the Perot Systems employees are eligible to participate in the Plan. The BAC approved the assets of the Perot Systems Corporation Retirement Savings Plan to be merged into the Plan. Participant account balances of $659,915,000 were transferred into the Plan on December 10, 2010.

Participant Contributions — Contributions are made to the Plan by the Company on behalf of each eligible participant based upon the participant’s elected compensation deferral through payroll deductions. The deferrals are funded by the Company at the end of each payroll period. The amount eligible participants may elect to contribute to the Plan ranges from 1% to 50% of their eligible compensation, in whole percentages, up to the annual statutory limit of $16,500 as permitted by the Internal Revenue Code of 1986, as amended (“IRC”). Highly compensated employees, as defined by the IRC, may be subject to more restrictive maximum annual contribution limits if the Plan fails to satisfy certain testing criteria set forth in the IRC. The Plan relies on the safe harbor rules of Section 401(k)(12) of the IRC in order to satisfy the nondiscrimination testing requirements. Participants age 50 or over may elect to contribute an additional $5,500 (“catch-up contributions”) over the base statutory limit in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001.

Effective April 1, 2010, the Company elected to impose a 20% cap on the percentage of future contributions a participant can invest in the Dell Stock Fund investment option. In conjunction with the contribution restriction, participants are no longer permitted to make an elective transfer or balance that will increase their position in the Dell Stock Fund above 20% of their total account balance. In addition, there is a 14 day trading restriction that prevents participants from reallocating or transferring money back into the Dell Stock Fund for 14 days from the date of the last transfer out of the Dell Stock Fund.

The Plan also permits employees to contribute balances from other qualified plans (“rollover contributions”).

Employer Contributions — For 2010, the Company matched 100% of the first 5% of eligible compensation that each participant contributed to the Plan. The Company’s matching contributions were made at the end of each payroll period. Additional discretionary Employer contributions may be made upon the approval of the Company’s Board of Directors. The Company made no additional discretionary contributions for the year ended December 31, 2010. All of the Company’s contributions are invested at the participant’s discretion among the fund elections. Neither participant, Company matching, nor discretionary contributions, if any, are required to be invested in the Dell Stock Fund.

Participant Accounts — Each participant’s account is credited with the participant’s contributions, allocations of Company matching and discretionary contributions, and Plan earnings or losses offset by withdrawals and Plan administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting — Participants are immediately vested in their contributions and earnings thereon. All participants are also immediately vested in all Employer contributions and earnings thereon. Participants employed with the Company as of January 1, 2005, who were not re-hired in the subsequent 5 year period ended December 31, 2009, became fully vested in all Employer contributions and earnings thereon. Participants that terminated employment with the Company prior to January 1, 2005, forfeited unvested amounts to the Plan.

Forfeitures — Company contributions forfeited by unvested terminated participants may be used by the Company to satisfy Plan administrative expenses or to reduce future Company contributions. During 2010, $431,871 in forfeitures were used to reduce Company contributions. There were no unallocated forfeited non-vested accounts at December 31, 2010 and 2009.

Benefit Payments — Participants are entitled to receive a distribution of the vested portion of their account upon reaching age 59¹/2, termination of employment, disability, death, or in the event of financial hardship. A participant who has separated from service may defer benefit payments until reaching age 65, provided his or her vested account balance is greater than $5,000; otherwise, in the event of a distribution greater than $1,000 but less than $5,000, the participant may elect either a direct rollover to an individual retirement account (“IRA”) or another qualified plan or a lump-sum amount equal to the value of the vested portion of his or her account upon termination of service. If an employee fails to make an election of one of these options within 90 days of the termination date, his or her vested account balance will automatically be directed to a rollover IRA. Similarly, participants with a vested account balance of less than $1,000 may elect either of the options noted above. If an election is not made within 90 days of the termination date, the balance will be distributed to the participant in a lump sum. Payment of benefits prior to termination of service may be made under certain circumstances as defined by the Plan.

Administration and Plan Expenses — Plan assets are held in trust by the Plan Trustee. The Plan’s third-party recordkeeper is Aon Hewitt. Administrative expenses are primarily paid by the participants of the Plan and are allocated to participant accounts ratably based on their respective balances.

Investments — All investments are participant directed. The Plan is invested in mutual funds, a common collective trust, separately managed funds, the Dwight Stable Value Fund (the “Dwight Fund”), and the Dell Stock Fund. The following investments represent separately managed funds which are comprised of investments in common stocks, mutual funds and cash equivalents: Dell Inc. 401(k) Dodge & Cox Large Cap Fund, Dell Inc. 401(k) Dodge & Cox Balanced Fund, and Dell Inc. 401(k)

Times Square Small/Mid Cap Growth Fund. These separately managed funds and the Dwight Fund collectively are the Plan’s core funds (the “Core Funds”). The Plan invests in all investments on a unitized basis.

In addition to the Core Funds, participants may elect to contribute to funds that invest in a mix of the Core Funds based on target retirement dates (“Pre-Mixed Portfolios”). The Pre-Mixed Portfolios provide for diversification of investments based on the participants’ expected retirement dates.

The American Growth Fund and American Euro Pacific Growth Fund contain a trading restriction that requires shareholders who sell more than $5,000 from either fund to wait at least 30 days before repurchasing into the fund. The restriction applies to transfers and reallocations of current account balances. The restriction does not apply to sales/purchases of $5,000 or less, rollovers, and retirement plan contributions and distributions. The restriction also excludes activity in any of the Pre-Mixed Portfolios that contain either the American Growth Fund or the American Euro Pacific Growth Fund.

Participant Loans — Participants may take out a maximum loan amount equal to the lesser of (i) $50,000 less the highest outstanding loan balance during the past 12 months or (ii) 50% of the available vested portion of their account balance less any current outstanding loan balance (minimum loan amount of $500). Each participant’s loan is collateralized by the participant’s vested account balance and is charged an interest rate equal to the prime rate on the date of loan origination plus 1.0% and a one-time fee of $75. Loan repayment period cannot exceed four and a half years except when the proceeds of the loan are used to acquire the participant’s primary residence, when the repayment period cannot exceed 20 years. At December 31, 2010, loans bore interest at rates ranging between 4.25% and 10.50% and are due at various dates through August 25, 2031.

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, Plan assets will be distributed in accordance with the Plan document.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates — The preparation of financial statements in conformity with GAAP requires the use of management estimates. These estimates are subjective in nature and involve assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of investment income and deductions during the fiscal year. Actual results could differ from those estimates.

Changes in the Valuation Technique Used to Measure Similar Assets in Prior Periods — In accordance with recent Financial Accounting Standards Board (“FASB”) guidance, the valuation of participant loans as of December 31, 2010, consists of outstanding principal and related accrued interest. The prior year balance is valued using a discounted cash flow model. The impact of the change in valuation technique is insignificant to the participant loan balance. See Note 1 for additional information regarding participant loans.

Risks and Uncertainties — The Plan provides for various investments in common stock, short-term investments, mutual funds, a common collective trust, separately managed funds, and the Dwight Fund. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to

the level of risk associated with certain investment securities, and the recent volatility in the financial markets, it is at least reasonably possible that changes will continue to occur in the near term that could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Contributions — Participant and Employer contributions are recorded in the period the Employer makes the payroll deduction or upon approval by the Company for discretionary Employer contributions, if any.

Investment Valuation and Income Recognition —The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments in shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. The investment in the common collective trust and separately managed funds are stated at estimated fair value based on the fair value of the underlying investments and is allocated to participant accounts based on the unit value of the fund.

The Dwight Fund is a stable value fund that is considered to be a separate account consisting of cash and fixed income investment funds wrapped with insurance contracts. The fair value of the Dwight Fund is based on the fair value of its underlying investments then adjusted by the issuer to contract value (see Note 3). Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.

The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of investments, which consists of realized gains and losses and the unrealized appreciation (depreciation) on those investments.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Unit Values — Individual participant accounts invested in the common collective trust, separately managed funds, and mutual funds are maintained on a unit value basis. Participants do not have beneficial ownership in specific underlying securities or other assets in the mutual funds, common collective trust, or the separately managed funds, but have an interest therein represented by units valued as of the last business day of the period. The mutual funds, common collective trust, and the separately managed funds earn dividends and interest, which are automatically reinvested in additional units. Generally, contributions to and withdrawal payments from the mutual funds, common collective trust, and the separately managed funds are converted to units by dividing the amounts of such transactions by the unit values as last determined, and the participants’ accounts are charged or credited with the number of units properly attributable to each participant.

Contract Value — The Dwight Fund is considered to be a stable value fund and is therefore required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to direct or indirect investment in fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the applicable accounting guidance on the Reporting of Fully Benefit-Responsive Investment Contracts, the statement of net assets available for benefits presents the Dwight Fund at fair value, and an additional line item is presented representing the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.

Payment of Benefits — Benefits are recorded when paid.

Accounting Pronouncements — The FASB is the authoritative body for financial accounting and reporting in the United States. The following is a list of recent pronouncements issued by the FASB:

In January 2010, the FASB issued guidance adding new disclosure requirements for Levels 1 and 2 fair value measures, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. The guidance is effective for periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after December 15, 2010. As this new guidance provides only disclosure requirements, its adoption did not have any effect on the Plan’s reported net assets or changes in net assets.

In September 2010, the FASB issued guidance that requires participant loans be classified as receivables from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. Participant loans are exempt from the disclosure requirements surrounding fair value and credit quality. The Plan adopted these requirements as of December 31, 2010 and, as required, reclassified loans on the statement of net assets as of December 31, 2009, and excluded the loans from investments as of December 31, 2009, in Note 3.

3. FAIR VALUE MEASUREMENTS

The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2010 and 2009:

		December 31, 2010
		Level 1				Level 2				Level 3
		Quoted
		Prices in
		Active				Significant
		Markets for				Other				Significant
		Identical				Observable				Unobservable
		Assets				Inputs				Inputs				Total
		(in thousands)
Mutual funds:
Fixed income funds		$	—			$	345,558			$	—			$	345,558
Domestic equity funds			—				517,658				—				517,658
International equity funds			—				502,884				—				502,884
Total mutual funds			—				1,366,100				—				1,366,100
Separately managed funds:
Mutual funds — fixed income			—				84,844				—				84,844
Short-term investment funds			36,938				—				—				36,938
Common stock:
Consumer discretionary			99,387				—				—				99,387
Energy			61,576				—				—				61,576
Financial services			101,758				—				—				101,758
Health care			110,203				—				—				110,203
Materials & processing			46,200				—				—				46,200
Producer durables			30,885				—				—				30,885
Technology			130,345				—				—				130,345
Other			28,378				—				—				28,378
Total common stock			608,732				—				—				608,732
Total separately managed funds			645,670				84,844				—				730,514
Stable value fund:
Fixed income funds			—				291,192				—				291,192
Short-term investment funds			37,178				—				—				37,178
Synthetic contract wrappers			—				487				—				487
Total stable value fund			37,178				291,679				—				328,857
Dell Stock Fund			122,859				—				—				122,859
Domestic equity common collective trust			—				284,819				—				284,819
Short-term investment funds			13,081				—				—				13,081
Total assets measured at fair value		$	818,788			$	2,027,442			$	—			$	2,846,230

		December 31, 2009
		Level 1				Level 2				Level 3
		Quoted
		Prices in
		Active				Significant
		Markets for				Other				Significant
		Identical				Observable				Unobservable
		Assets				Inputs				Inputs				Total
						(in thousands)
Mutual funds:
Fixed income funds		$	—			$	216,840			$	—			$	216,840
Domestic equity funds			—				290,859				—				290,859
International equity funds			—				331,105				—				331,105
Total mutual funds			—				838,804				—				838,804
Separately managed funds:
Mutual funds — fixed income			—				62,897				—				62,897
Short-term investment funds			18,710				—				—				18,710
Common stock:
Consumer discretionary			61,445				—				—				61,445
Energy			36,611				—				—				36,611
Financial services			52,112				—				—				52,112
Health care			82,033				—				—				82,033
Materials & processing			36,145				—				—				36,145
Producer durables			15,620				—				—				15,620
Technology			82,776				—				—				82,776
Other			14,064				—				—				14,064
Total common stock			380,806				—				—				380,806
Total separately managed funds			399,516				62,897				—				462,413
Stable value fund:
Fixed income funds			—				204,880				—				204,880
Short-term investment funds			13,756				—				—				13,756
Synthetic contract wrappers			—				377				—				377
Total stable value fund			13,756				205,257				—				219,013
Dell Stock Fund			147,020				—				—				147,020
Domestic equity common collective trust			—				116,516				—				116,516
Short-term investment funds			2,001				—				—				2,001
Total assets measured at fair value		$	562,293			$	1,223,474			$	—			$	1,785,767

The valuation methods described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following is a description of valuation methodologies used for the fair value measurements of investments:

Mutual funds		Consists of registered investment companies investments valued at their net asset value, which can be market corroborated.
Separately managed funds		Consists of various common stocks and mutual funds. The values of the separately managed funds may be market corroborated as their underlying investments are the following: stocks, Level 1, are valued at the closing price reported on the active market on which the security is traded; and mutual funds, Level 2, are valued at their net asset value, which can be market corroborated.
Stable value fund		Consists of cash and fixed income investment funds wrapped with insurance contracts. The fixed income investment funds are valued at their net asset value, and the fair value of the wrapped insurance contracts is determined using a discounted cash flow model with inputs derived from observable market data. The valuation of the wrapped insurance contracts is not significant to the overall valuation of the Fund. There are no redemption restrictions on the Plan’s investment in the Stable Value Fund.
Dell Stock Fund		Dell stock is valued at the closing price reported on the active market.
Common collective trust		The Plan’s investment in common collective trusts primarily consists of the BlackRock Equity Index Fund which is valued by the issuer of the fund and can be market corroborated. The BlackRock Equity Index Fund seeks to match the performance of the S&P 500 Index and there are no redemption restrictions on the Plan’s investment in this fund.
Short-term investment funds		Consists of money market funds that are valued at fair value, which approximates cost. The valuations of these securities are based on quoted prices in active markets for identical assets.

4. INVESTMENTS

The following table presents investments that represent 5% or more of the Plan’s net assets as of December 31, 2010 and/or 2009:

		2010				2009
		(in thousands)
Mutual funds:
American Euro Pacific Growth Fund		$	397,760			$	256,038
PIMCO Total Return Fund			345,558				216,840
American Growth Fund			283,096				143,882
Neuberger Berman Genesis Fund			234,562				146,977
Separately managed funds:
Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund			270,250				175,151
Dell Inc. 401(k) Dodge & Cox Balanced Fund			262,407				194,836
Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund			197,857				92,427	*
Dwight Stable Value Fund			328,857				219,013
** Dell Stock Fund			122,859	*			147,020
Common collective trust:
BlackRock Equity Index Fund			284,819				116,516

At December 31, 2010 and 2009, the Plan owned 9,067,076 and 10,238,164 shares, respectively, of the Dell Stock Fund valued at $122,858,880 and $147,020,035 respectively. This represents approximately 4% and 8% of the Plan’s investments at December 31, 2010 and 2009, respectively. During 2010, 1,128,530 shares were purchased and 2,299,618 shares were sold.

The changes in fair value during 2010 for the Plan’s investments (including investments purchased, sold, as well as held during the year) are as follows:

		2010
		(in thousands)
Mutual funds		$	84,728
Separately managed funds — common stock			66,008
Stable value fund			148
Dell Stock Fund			(6,602	)
Common collective trust			22,730
Total net change in fair value of investments		$	167,012

5. STABLE VALUE FUND

The Dwight Fund is a self-managed stable value investment option. The Dwight Fund may invest in a variety of stable value products including guaranteed investment contracts (“GICs”) issued by insurance companies and other financial institutions, and other investment products (separate account contracts and synthetic GICs) with similar characteristics. The Dwight Fund did not hold any GIC contracts or any separate account contracts during the years ended December 31, 2010 and 2009.

A synthetic GIC (“SIC”), also known as a wrap contract, is an investment contract issued by an insurance company or other financial institution, backed by a portfolio of bonds or other fixed income assets that are owned by the Plan. These assets underlying the wrap contract are maintained by a third party custodian, separate from the contract issuer’s general assets. The contracts are obligated to provide an interest rate not less than zero. SICs utilize the benefit responsive wrap contracts to provide market and cash flow risk protection to the Plan thus guaranteeing the value of the underlying investment for the life of the contract. This enables the Plan to realize a specific known value for the assets if it needs to liquidate them to make benefit payments. These contracts provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the net assets of the Dwight Fund, but rather are amortized over the duration of the underlying assets or other agreed upon period through adjustments to the future interest crediting rates. The issuer guarantees that all qualified participant withdrawals will occur at contract value, which, subject to certain disclosures below, represents contributions made under the contract, plus earnings, less withdrawals made under the contract and administrative expenses.

The assets underlying the SICs in the Dwight Fund are comprised of cash equivalents, fixed income funds, and a wrap contract. There were no valuation reserves against the SICs at December 31, 2010 and 2009.

Crediting interest rates on the SICs are reset monthly based on yield to maturity and expected cash flow over the life of the related supporting assets. All contracts have a minimum guarantee on all rate resets of an interest rate of not less than zero percent.

The crediting interest rates for the SICs in the Dwight Fund as of December 31, 2010 and 2009, ranged from 0.79% to 2.36% and 1.24% to 2.98%, respectively. The aggregate average annual yield for the SICs in the Dwight Fund for the year ended December 31, 2010 was 1.91%. There are no restrictions on participant withdrawals from the Dwight Fund. Certain withdrawals which are not deemed to be participant initiated and not in compliance with the investment contracts’ provisions, are subject to certain penalties.

Limitations on the Ability of the Dwight Fund to Transact at Contract Value:

Restrictions on the Plan — Participant-initiated transactions are those transactions allowed by the Plan, including withdrawals for benefits, loans, or transfers to noncompeting funds within a plan, but excluding withdrawals that are deemed to be caused by the actions of the Company. The following employer-initiated events may limit the ability of the Dwight Fund to transact at contract value:

	•		A failure of the Plan or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA
	•		Any communication given to Plan participants designed to influence a participant not to invest in the Dwight Fund or to transfer assets out of the Dwight Fund

	•		Any transfer of assets from the Dwight Fund directly into a competing investment option
	•		The establishment of a defined contribution plan that competes with the Plan for employee contributions
	•		Complete or partial termination of the Plan or its merger with another plan

In the event the wrap contracts fail to perform as intended, the Dwight Fund’s net asset value may decline if the market value of its assets declines. The Dwight Fund’s ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer’s ability to meet their financial obligations. The wrap issuer’s ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments.

6. TAX STATUS

The Plan obtained its latest determination letter dated August 18, 2003, from the Internal Revenue Service (“IRS”) informing the Company that the Plan and related trust are designed in compliance with Section 401(a) of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. The Company believes that the related trust is exempt from federal income tax under Section 501(a) of the IRC. Therefore, the financial statements contain no provision for income taxes. The Plan filed for a new determination letter in December 2009, which is pending from the IRS.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.

7. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Prior to January 1, 2010, the Plan invested in a short-term investment fund offered by the Prior Trustee. These transactions qualified as exempt party-in-interest transactions. Administrative expenses on the statement of changes in net assets available for benefits include amounts paid to the Plan Trustee as well as to other exempt parties-in-interest.

The Plan is a claimant in a class action matter with the Company that was settled during 2010. The Plan has hired an independent fiduciary to approve the calculations that were performed to determine how many shares of stock were held by the Plan at the measurement date. The number of shares will determine the settlement amount that the Plan will receive, which is not expected to be material to the Plan.

8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following table reconciles the net assets available for benefits at December 31 from the Plan’s financial statements to Form 5500. The stable value fund is adjusted to contract value in the Plan’s financial statements, but is shown on Form 5500 at fair value.

		2010				2009
		(in thousands)
Net assets available for benefits per the financial statements		$	2,924,325			$	1,853,422
Adjustment from contract value to fair value for fully benefit-responsive stable value fund			400				(4,493	)
Net assets available for benefits per Form 5500		$	2,924,725			$	1,848,929

The following is a reconciliation of the Plan’s increase in net assets available for benefits reported in the Plan financial statements for the year ended December 31, 2010, to the Plan’s increase in net assets available for benefits reported in the Plan’s Form 5500:

		2010
		(in thousands)
Increase in net assets available for benefits per financial statements		$	410,988
Add: Reversal of prior year adjustment from contract value to fair value for fully benefit-responsive stable value fund			4,493
Add: Current year adjustment from contract value to fair value for fully benefit-responsive stable value fund			400
Net income per Form 5500		$	415,881

9. SUBSEQUENT EVENTS

Effective January 1, 2011 the Plan will allow participants to make Roth contributions. Additionally, effective January 1, 2011, the Plan added a common collective trust and four new mutual fund investment options which participants may elect to invest in. For the year ended December 31, 2010, subsequent events were evaluated through June 21, 2011, the date the financial statements were available to be issued.

* * * * * *

DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
(In thousands)

						Number								(e) Current
(a)		(b) Identity of Issue		(c) Description		of shares				(d) Cost**				Value
		Dell Inc. Common Stock
*		Dell Stock Fund		Company Stock, $0.01 par value			9,067							$	122,859
		Short-Term Investment Fund:
		Dreyfus Gov’t Cash Mgmt Fund		Short-Term Investment										$	13,081
		Mutual Funds:
		Neuberger Berman Genesis Fund		Registered Investment Fund			5,104							$	234,562
		American Euro Pacific Growth Fund		Registered Investment Fund			9,629								397,760
		Dodge & Cox International Stock Fund		Registered Investment Fund			2,944								105,124
		PIMCO Total Return Fund		Registered Investment Fund			31,759								345,558
		American Growth Fund		Registered Investment Fund			9,315								283,096
		Total Mutual Funds												$	1,366,100
		Separately Managed Funds:
		Dell Inc. 401(k) Dodge & Cox Balanced Fund —
		DREYFUS GOV’T CASH MGMT FUND		Short-Term Investment										$	10,811
		AEGON NV		Common Stock			145								889
		AMGEN INC		Common Stock			77								4,211
		AOL INC		Common Stock			33								779
		BAKER HUGHES INC		Common Stock			54								3,099
		BANK OF NEW YORK MELLON CORP		Common Stock			124								3,745
		BB&T CORP		Common Stock			50								1,315
		BMC SOFTWARE INC		Common Stock			31								1,461
		BOSTON SCIENTIFIC CORP		Common Stock			262								1,983
		CADENCE DESIGN SYSTEMS INC		Common Stock			64								526
		CAPITAL ONE FINANCIAL CORP		Common Stock			119								5,065
		CAREFUSION CORP		Common Stock			50								1,279
		CARMAX INC		Common Stock			30								966
		CEMEX S.A.B. DE C.V. ADR		Common Stock			55								591
		CHARLES SCHWAB CORP/THE		Common Stock			109								1,865
		CHEVRON CORP		Common Stock			38								3,503
		COMCAST CORP		Common Stock			286								6,288
		COMPUTER SCIENCES CORP		Common Stock			33								1,652
		COMPUWARE CORP COM		Common Stock			76								887
		COVIDIEN PLC SHS		Common Stock			22								985
		CREDIT SUISSE GROUP ADR		Common Stock			9								348
		DIAGEO PLC ADR		Common Stock			11								780
		DIRECTV		Common Stock			7								272
		DISH NETWORK CORP		Common Stock			30								580
		DODGE & COX INCOME FUND COM NPV		Mutual Fund			6,413								84,844
		DOMTAR CORP		Common Stock			1								95
		DOW CHEMICAL CO		Common Stock			98								3,346
		DUN & BRADSTREET CORP		Common Stock			6								476
		EATON CORP		Common Stock			2								193
		EBAY INC		Common Stock			110								3,061
		ELECTRONIC ARTS INC		Common Stock			117								1,916
		FEDEX CORP		Common Stock			47								4,371
		GENERAL ELECTRIC CO.		Common Stock			303								5,542
		GENWORTH FINANCIAL INC		Common Stock			48								627
		GILEAD SCIENCES INC		Common Stock			12								417
		GLAXOSMITHKLINE PLC ADR		Common Stock			84								3,275
		GOLDMAN SACHS GROUP INC/THE		Common Stock			6								925

(Continued)

DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
(In thousands)

						Number								(e) Current
(a)		(b) Identity of Issue		(c) Description		of shares				(d) Cost**				Value
		HEWLETT-PACKARD CO		Common Stock			175							$	7,368
		HOME DEPOT INC		Common Stock			76								2,665
		HSBC HLDGS ADR		Common Stock			16								837
		INTERPUBLIC GROUP COMPANIES INC		Common Stock			90								956
		LEGG MASON INC		Common Stock			20								725
		LIBERTY GLOBAL INC COM STK SERIES ‘C’		Common Stock			7								241
		LIBERTY GLOBAL INC COM STK SERA’		Common Stock			7								237
		LIBERTY MEDIA CORP		Common Stock			103								1,624
		LOEWS CORP COM		Common Stock			17								665
		MACY’S INC		Common Stock			8								196
		MAXIM INTEGRATED PRODUCTS		Common Stock			90								2,126
		MCGRAW-HILL COS INC/THE		Common Stock			14								499
		MEDTRONIC INC		Common Stock			26								964
		MERCK & CO INC		Common Stock			147								5,297
		MOLEX INC CLASS’A’N.VTG		Common Stock			7								168
		MOLEX INC		Common Stock			52								974
		MOTOROLA INC		Common Stock			482								4,375
		NEWS CORP		Common Stock			300								4,365
		NOKIA CORP ADR		Common Stock			105								1,085
		NOVARTIS AG ADR		Common Stock			67								3,920
		OCCIDENTAL PETROLEUM CORP		Common Stock			46								4,513
		PANASONIC CORP ADR		Common Stock			105								1,478
		PFIZER INC		Common Stock			250								4,378
		PITNEY BOWES INC		Common Stock			45								1,088
		ROYAL DUTCH SRELL ADR		Common Stock			12								801
		SANOFI-AVENTIS ADR		Common Stock			92								2,964
		SCHLUMBERGER LTD		Common Stock			68								5,678
		SLM CORP		Common Stock			50								627
		SONY CORP ADR		Common Stock			68								2,439
		SPRINT NEXTEL CORP		Common Stock			477								2,019
		SUNTRUST BANKS INC		Common Stock			28								832
		SYMANTEC CORP		Common Stock			155								2,595
		SYNOPSYS INC		Common Stock			47								1,251
		TELEFONAKTIEBOLAGET LM ERICSSO		Common Stock			100								1,153
		TIME WARNER CABLE INC		Common Stock			44								2,914
		TIME WARNER INC		Common Stock			131								4,219
		TRAVELERS COS INC/THE		Common Stock			26								1,432
		TYCO ELECTRONICS LTD		Common Stock			48								1,716
		TYCO INTERNATIONAL LTD.		Common Stock			29								1,201
		US BANCORP		Common Stock			35								944
		VODAFONE GROUP SPON ADR		Common Stock			106								2,788
		VULCAN MATERIALS CO		Common Stock			18								776
		WALGREEN CO		Common Stock			51								1,987
		WAL-MART STORES INC		Common Stock			33								1,753
		WELLS FARGO & CO		Common Stock			185								5,738
		XEROX CORP		Common Stock			249								2,868
		Total Dodge & Cox Balanced Fund												$	262,407
		Dodge & Cox Large Cap Value —
		Dreyfus Gov’t Cash Mgmt Fund		Short-Term Investment										$	14,750
		AEGON NV		Common Stock			186								1,140
		AMGEN INC		Common Stock			120								6,588
		AOL INC		Common Stock			51								1,216
		BAKER HUGHES INC		Common Stock			76								4,322

(Continued)

DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
(In thousands)

						Number								(e) Current
(a)		(b) Identity of Issue		(c) Description		of shares				(d) Cost**				Value
		Dell Inc. 401(k) Dodge & Cox Large Cap Value —
		BANK OF NEW YORK MELLON CORP		Common Stock			189							$	5,711
		BB&T CORP COM		Common Stock			60								1,577
		BMC SOFTWARE INC		Common Stock			48								2,263
		BOSTON SCIENTIFIC CORP		Common Stock			401								3,032
		CADENCE DESIGN SYSTEM S INC		Common Stock			99								814
		CAPITAL ONE FINANCIAL CORP		Common Stock			187								7,954
		CAREFUSION CORP		Common Stock			66								1,696
		CARMAX INC COM		Common Stock			38								1,202
		CEMEX S.A.B. DE C.V. ADR		Common Stock			78								840
		CHARLES SCHWAB CORP/THE		Common Stock			168								2,866
		CHEVRON CORP		Common Stock			62								5,619
		COMCAST CORP		Common Stock			447								9,821
		COMPUTER SCIENCES CORP		Common Stock			46								2,267
		COMPUWARE CORP		Common Stock			110								1,284
		COVIDIEN PLC SHS		Common Stock			34								1,543
		CREDIT SUISSE GROUP ADR		Common Stock			14								562
		DIAGEO ADR		Common Stock			14								1,041
		DIRECTV COM		Common Stock			8								331
		DISH NETWORK CORP		Common Stock			47								914
		DOMTAR CORP		Common Stock			4								304
		DOW CHEMICAL CO		Common Stock			152								5,179
		DUN & BRADSTREET CORP		Common Stock			10								796
		EATON CORP		Common Stock			2								193
		EBAY INC		Common Stock			171								4,745
		ELECTRONIC ARTS STK		Common Stock			166								2,719
		FEDEX CORP		Common Stock			71								6,604
		GENERAL ELECTRIC CO.		Common Stock			475								8,688
		GENWORTH FINANCIAL INC		Common Stock			66								863
		GILEAD SCIENCES INC		Common Stock			20								725
		GLAXOSMITHKLINE ADR		Common Stock			136								5,334
		GOLDMAN SACHS GROUP INC/THE		Common Stock			9								1,429
		HEWLETT-PACKARD CO		Common Stock			268								11,283
		HOME DEPOT INC		Common Stock			116								4,060
		HSBC HLDGS ADR		Common Stock			30								1,528
		INTERPUBLIC GROUP COMPANIES INC		Common Stock			125								1,332
		LEGG MASON INC		Common Stock			35								1,251
		LIBERTY GLOBAL INC SERIES C		Common Stock			9								301
		LIBERTY GLOBAL INC SERIES A		Common Stock			9								319
		LIBERTY MEDIA CORP		Common Stock			161								2,544
		LOEWS CORP		Common Stock			27								1,035
		MACY’S INC		Common Stock			7								188
		MAXIM INTEGRATED PRODUCTS		Common Stock			141								3,330
		MCGRAW-HILL COS INC/THE		Common Stock			17								612
		MEDTRONIC INC		Common Stock			37								1,361
		MERCK & CO INC		Common Stock			233								8,397
		MOLEX INC		Common Stock			82								1,549
		MOTOROLA INC		Common Stock			734								6,659
		NEWS CORP		Common Stock			474								6,896
		NOKIA CORP ADR		Common Stock			162								1,671
		NOVARTIS AG ADR		Common Stock			106								6,249
		OCCIDENTAL PETROLEUM CORP		Common Stock			72								7,014
		PANASONIC CORP ADR		Common Stock			174								2,446
		PFIZER INC		Common Stock			384								6,717
		PITNEY BOWES INC		Common Stock			70								1,693

(Continued)

DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
(In thousands)

						Number								(e) Current
(a)		(b) Identity of Issue		(c) Description		of shares				(d) Cost**				Value
		ROYAL DUTCH SHELL ADR		Common Stock			18							$	1,202
		SANOFI-AVENTIS ADR		Common Stock			145								4,677
		SCHLUMBERGER		Common Stock			103								8,600
		SLM CORP		Common Stock			109								1,373
		SONY CORP ADR		Common Stock			95								3,392
		SPRINT NEXTEL CORP		Common Stock			761								3,217
		SUNTRUST BANKS INC		Common Stock			45								1,325
		SYMANTEC CORP		Common Stock			255								4,269
		SYNOPSYS INC		Common Stock			84								2,268
		TELEFONAKTIEBOLAGET LM ERICSSO ADR		Common Stock			156								1,798
		TIME WARNER CABLE INC		Common Stock			67								4,422
		TIME WARNER INC		Common Stock			202								6,499
		TRAVELERS COS INC/THE		Common Stock			41								2,256
		TYCO ELECTRONICS LTD		Common Stock			77								2,726
		TYCO INTERNATIONAL LTD.		Common Stock			46								1,885
		US BANCORP DELAWARE		Common Stock			56								1,510
		VODAFONE GROUP SPON ADR		Common Stock			158								4,176
		VULCAN MATERIALS CO		Common Stock			28								1,222
		WALGREEN CO COM STK		Common Stock			79								3,070
		WAL-MART STORES INC		Common Stock			48								2,589
		WELLS FARGO & CO		Common Stock			254								7,856
		XEROX CORP		Common Stock			395								4,551
		Total Dell Inc. 401(k) Dodge & Cox Large Cap Value												$	270,250
		Dell Inc. 401(k) Times Square/Mid Cap Growth Fund
		Dreyfus Gov’t Cash Mgmt. Fund		Short-Term Investment										$	11,377
		ADVISORY BOARD INC		Common Stock			29								1,381
		AERCAP HOLDINGS N.V.		Common Stock			157								2,210
		ALLEGIANT TRAVEL CO		Common Stock			36								1,792
		ALLIANCE DATA SYSTEM		Common Stock			53								3,765
		ALTERA CORP		Common Stock			26								918
		AMDOCS ORD		Common Stock			71								1,950
		AMPHENOL CORP		Common Stock			36								1,884
		ANALOG DEVICES INC		Common Stock			56								2,113
		ARCH CAPITAL GROUP LTD		Common Stock			11								925
		ARCHIPELAGO LEARNING INC		Common Stock			48								467
		ATHEROS COMMUNICATIONS INC		Common Stock			57								2,058
		BALLY TECHNOLOGIES INC		Common Stock			43								1,818
		BIO RAD LABORATORIES INC		Common Stock			30								3,064
		BLACKBOARD INC		Common Stock			54								2,234
		BROOKDALE SENIOR LIVING INC		Common Stock			78								1,679
		BRUKER CORP		Common Stock			88								1,461
		CARLISLE COS INC		Common Stock			43								1,709
		CATALYST HEALTH SOLUTIONS INC.		Common Stock			44								2,036
		CEPHALON INC		Common Stock			31								1,913
		CLARCOR INC		Common Stock			27								1,158
		CLEAN HARBORS INC		Common Stock			26								2,144
		CLINICAL DATA INC		Common Stock			27								434
		CONCHO RESOURCES INC/MIDLAND TX		Common Stock			28								2,420
		CORE LABORATORIES NV		Common Stock			18								1,603
		COSTAR GROUP INC		Common Stock			40								2,314
		DAVITA INC		Common Stock			100								6,949
		DENBURY RESOURCES INC		Common Stock			98								1,871
		DISCOVERY COMMUNICATIONS INC		Common Stock			3								123
		DOLBY LABORATORIES INC		Common Stock			28								1,841