SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

3PAR Inc.

(Name of Subject Company (Issuer))

Dell Trinity Holdings Corp.

(Offeror)

an indirect, wholly-owned subsidiary of

Dell Inc.

(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 par value per share
(Title of Class of Securities)

88580F 10 9
(CUSIP Number of Class of Securities)

Lawrence P. Tu
Senior Vice President and General Counsel
One Dell Way
Round Rock, Texas 78682
Phone (512) 338-4400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)

Copies to:

Jeffrey J. Rosen
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable*	Not applicable*

*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o	Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

SCHEDULE TO

     This filing on Schedule TO relates to a planned tender offer by Dell Trinity Holdings Corp. (the “Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, of 3PAR Inc., a Delaware corporation (“3PAR”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell, the Purchaser and 3PAR.

     The planned tender offer described in this document and the exhibits hereto has not yet commenced and this document and the exhibits hereto are not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell and the Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Item 12. Exhibits

Exhibit	Exhibit Name
99.1	Webdeck posted to Dell’s external internet site on August 19, 2010.
99.2	Dell press release dated August 19, 2010.
99.3	Third party news article distributed to Dell employees on August 19, 2010.
99.4	Email responding to 3Par employee.
99.5	Transcript of video blog posted on Dell external investor website on August 19, 2010.
99.6	Blog posted on the internal Dell employee website on August 19, 2010.
99.7	Blog posted on the internal Dell employee website on August 19, 2010.

EX-99.1

Exhibit 99.1

Dell 2Q FY11 Performance Review Michael Dell Brian Gladden Chairman and CEO SVP and CFO Steve Schuckenbrock President, Large Enterprise August 19^th, 2010

Forward-Looking Statements Statements in this presentation that relate to future results and events (including statements about Dell’s future financial and operating performance, anticipated customer demand, including seasonal and geographic trends and client refresh timing and scope, enterprise solutions strategies, acquisition strategies, and new products, as well as the financial guidance with respect to revenue and non-GAAP operating income) are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Dell’s current expectations. In some cases, you can identify these statements by such forward-looking words as “anticipate,” ‘believe,” “could,” “estimate,” “expect,” “intend,” “confidence,” “may,” “plan,” “potential,” “should,” “will” and “would,” or similar expressions. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors, including: weak global economic conditions and instability in financial markets; weak economic conditions and additional regulation affecting Dell’s financial services activities; intense competition; Dell’s cost-cutting measures; Dell’s ability to effectively manage periodic product and services transitions; Dell’s ability to effectively manage the growth of its distribution capabilities and add to its product and services offerings; Dell’s ability to achieve favorable pricing from its vendors; Dell’s reliance on third-party suppliers for product components, including reliance on several single-sourced or limited-sourced suppliers; disruptions in component or product availability; successful implementation of Dell’s acquisition strategy; Dell’s ability to generate substantial non-U.S. net revenue; Dell’s product, customer, and geographic sales mix, and seasonal sales trends; Dell’s ability to access the capital markets; loss of government contracts; customer terminations of or pricing changes in services contracts, or Dell’s failure to perform as it anticipates at the time it enters into services contracts; Dell’s ability to hedge effectively its exposure to fluctuations in foreign currency exchange rates and interest rates; counterparty default; unfavorable results of legal proceedings; Dell’s ability to obtain licenses to intellectual property developed by others on commercially reasonable and competitive terms; expiration of tax holidays or favorable tax rate structures, or unfavorable outcomes in tax audits and other compliance matters; Dell’s ability to maintain strong internal controls; changing environmental and safety laws; the effect of armed hostilities, terrorism, natural disasters, and public health issues; information technology and manufacturing infrastructure disruptions or breaches of data security; Dell’s ability to attract, retain, and motivate key personnel; and other risks and uncertainties discussed in Dell’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for its fiscal year ended January 29, 2010. In particular, Dell’s expectations with regard to revenue and non-GAAP operating income for the full fiscal year ending January 28, 2011 assume, among other matters, that there is no significant decline in economic conditions generally or demand growth specifically, no significant adverse currency fluctuations which are unhedged, and no significant adverse component pricing or supply movements. Dell assumes no obligation to update its forward-looking statements. Non-GAAP Financial Measures This presentation includes information about non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP earnings per share (collectively the “non-GAAP financial measures” ), which are not measurements of financial performance prepared in accordance with U.S. generally accepted accounting principles. We have provided a reconciliation of the historical non-GAAP financial measures and of free cash flow, which is also a non-GAAP measure, to the most directly comparable GAAP measures in the slides captioned “Supplemental Non-GAAP Measures.” A detailed discussion of our reasons for including the non-GAAP financial measures and the limitations associated with those measures is presented in the press release furnished as an exhibit to Dell’s Form 8-K filed on August 19, 2010. We encourage investors to review the historical reconciliation and the non-GAAP discussion in conjunction with our presentation of the non-GAAP financial measures. The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov. 2 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Dell 2Q FY11 Earnings Review Brian Gladden SVP and CFO 3 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Environment Improving global demand across commercial segments — Solid performance on revenue, operating income and cash flow generation — Another strong quarter of enterprise solutions growth — BRIC country growth remains robust at 52% year-over-year — Commercial revenue growth of 28% year-over-year Expect seasonal growth for 2H 2010 as corporate strength continues — Aged install base and Windows 7 adoption to drive client growth — New projects and compelling technology to drive server demand 4 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Non-GAAP Consolidated Results Consolidated P&L¹ $ in Millions — except Units and EPS Growth refers to year-over-year Y/Y Seq Revenue up 22% to $15.5B 2Q’10 1Q’11 2Q’11 Growth Growth 9,980 10,933 11,604 16% 6% Gross margin 17.2% 12,764 14,874 15,534 22% 4% Opex of $1.8B or 11.6% of revenue 2,432 2,614 2,671 10% 2% 19.1% 17.6% 17.2% -190 bps -40 bps Operating income 5.6% 1,634 1,790 1,799 10% 1% 12.8% 12.0% 11.6% -120 bps -40 bps Interest & Other expense of $49M 798 824 872 9% 6% Tax rate 23.6% 6.3% 5.5% 5.6% -70 bps 10 bps 756 756 823 9% 9% EPS 32 cents, up 10% 181 172 194 7% 13% 23.9% 22.8% 23.6% -30 bps +80 bps 575 584 629 9% 8% 4.5% 3.9% 4.0% -50 bps +10 bps $0.29 $0.30 $0.32 10% 7% ¹Percentages and ratios are calculated based on underlying data 5 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Non-GAAP Key Performance Metrics Revenue Operating Income Operating Expense $ Billions +22% Y/Y $ Billions +9% Y/Y $ Billions +10% Y/Y +4% seq +6% seq +1% seq 18.0 0.9 2.1 12.0 15.5 0.87 1.8 6.0 12.8 14.9 0.82 0.80 1.79 1.80 1.63 0.0 0.6 1.5 2Q’10 1Q’11 2Q’11 2Q’10 1Q’11 2Q’11 2Q’10 1Q’11 2Q’11 Gross Margin Operating Income % EPS % -190bps Y/Y % -70bps Y/Y $ +10% Y/Y -40bps seq +10bps seq +7% seq 20.0% 6.5% 0.35 19.0% 6.0% 18.0% 6.3 0.30 19.1 5.5% 0.32 17.0% 17.6 5.6 0.29 0.30 17.2 5.5 16.0% 5.0% 0.25 2Q’10 1Q’11 2Q’11 2Q’10 1Q’11 2Q’11 2Q’10 1Q’11 2Q’11 6 Dell Investor Relations - - 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Operating Expense Management Revenue & Non-GAAP Opex Trends 13.0% 12.8% $18.0B 12.6% $14.9B $14.9B $15.5B 12.8% 12.6% $15.0B $12.8B $12.9B 12.4% $12.0B 12.2% 12.0% $9.0B 11.8% 12.1% 12.0% 11.6% $6.0B 11.4% 11.6% $3.0B 11.2% 11.0% -Q2’10 Q3’10 Q4’ 10 Q1’ 11 Q2’ 11 Q2 Non-GAAP Opex as a percentage of revenue declined 120bps Y/Y Continue to manage costs and scale expenses as demand improves Making key investments in products, sales and services resources to fuel growth 7 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Cash Flow Performance Cash Flow from Operations ¹ Continued focus on working capital $3.9B discipline and generating CFOps > NI $3.4B $3.6B $3.4B $3.4B $ $2.5B $2.5B Q2 FY11 CFOps of $ ^2.4B $1.9B 1.3B and TTM of $3.6B; TTM CFOps up +47% Y/Y Q2 FY11 FCF of $1.4B and TTM of $4.4B 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 YTD Share repurchases of $400M Free Cash Flow ^1,2 We will continue to maintain strategic $ $4.4B ^4.6B $4.3B flexibility around targeted investment $3.9B $3.1B alternatives $2.6B $2.8B $^2.0B $1.8B 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 ¹Trailing Twelve Months ²Cash flow from operations less capital expenditures plus on balance-sheet fundings 8 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Working Capital Cash Conversion Cycle (CCC) 42 CCC improved 1 day from the prior-year 41 40 DSO 38 38 period to negative -36 days vs. -35 days in 2Q’10, flat for the quarter 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Days sales increased 3 days at 41 days for 9 10 the quarter driven by Public seasonality 7 8 8 DSI Days inventory increased 1 day to 10 days due to contract manufacturing ramp and 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 strategic buys 87 84 84 83 DPO 82 Days payable growth of 4 days to 87 due to contract manufacturing ramp and linearity 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Expect stable CCC of mid - -30 days throughout the year -35 CCC -36 -36 -36 -36 9 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Balance Sheet & Debt Cash & Investments $13.1B in cash and investments — solid balance sheet Ongoing efforts to optimize our capital structure and US liquidity 12.7 13.1 Expect a modest buyback program through the remainder of the year 2Q’10 2Q’11 Commercial Paper Return on Total Capital ¹ $900M CP outstanding Capacity available to issue up to $2B Debt Issuance 21% 19% No new long-term debt issuance in Q2 Continue to monitor the credit markets for favorable entry points 2Q’10 2Q’11 ¹Return on total capital is an annualized calculation of pre-tax earnings and interest expense over the quarter’s average of LT liabilities and stockholders’ equity 10 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Dell Financial Services U.S. New Financing Originations Losses & Delinquencies1 $ Millions 17.4% Originations* Penetration %** 8.2% 8.2% 7.2% 7.6% 14.2% 14.4% 6.7% 13.8% 13.8% 4.0% 3.8% 3.3% 3.2% 3.2% 974 1,101 983 1,021 900 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 * Reflects seasonality of consumer business Managed Charge-off %2 Managed DQ %3 ** % of U.S. Dell revenue that is financed by DFS 2Q Originations up 5% year over year driven by demand in SMB and Large Enterprise Managed basis delinquency showing stable performance; losses down from both the prior quarter & the prior year Definitions Managed basis statistics reflect all customer receivables on Dell’s balance sheet including securitized receivables consolidated in 1Q in accordance with new accounting guidance on variable interest entities ¹60+ Days delinquent ²MCO equals net principal charge-offs for the quarter divided by average managed assets for the quarter ³MDQ is calculated as 60 day assets plus delinquent assets at quarter end divided by quarter end managed assets 11 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Large Enterprise Revenue & Operating Income Revenue Mix Revenues Operating Margin % S&P 6.7% 6.7% 6.7% 6.3% 5.8% 17% 5.4% ^5.7% 5.2% 5.1% Client 4.8B 4.4B 4.5B Services 42% 3.9B 4.2B 4.2B 3.4B 3.3B 3.4B 15% Servers & 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Storage 26% Large Enterprise P&L $ in Millions 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Revenues of $4.5B (up +38% Y/Y) Revenues 3,285 3,403 4,197 4,246 4,549 -3% 4% 23% 1% 7% Operating income was $288M, up +110 -32% -23% 8% 25% 38% bps Y/Y to 6.3% Total units increased +33% Y/Y, driven Operating Income 172 174 281 283 288 by double digit growth in servers & 5.2% 5.1% 6.7% 6.7% 6.3% networking, mobility and desktops -50 bps -10 bps 160 bps 0 bps -40 bps -20 bps -70 bps 0 bps 100 bps 110 bps Server revenue up +54% Y/Y 12 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Public Revenue & Operating Income Revenue Mix Revenues Operating Margin % S&P 9.1% 8.8% 9.2% ^10.1% 9.5% 19% 8.7% 7.3% 7.7% 8.0% Client 4.5B 4.6B Services 48% 4.0B 3.8B 3.7B 3.8B 3.9B 19% 3.3B 3.2B Servers & 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Storage 14% Public P&L Revenues of $4.6B (up +21% Y/Y); $ in Millions 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 including the impact of Perot Revenues 3,798 3,695 3,820 3,856 4,580 20% -3% 3% 1% 19% Operating income was $369M, -16% -7% 16% 22% 21% decreasing -210bps Y/Y to 8.0% Solid US revenue (+22% Y/Y) while EMEA Operating Income 383 352 333 298 369 10.1% 9.5% 8.7% 7.7% 8.0% results mixed by country (+6% Y/Y) 90 bps -60 bps -80 bps -100 bps 30 bps Services revenue up +116% Y/Y 280 bps 40 bps -10 bps -150 bps -210 bps 13 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 SMB Revenue & Operating Income Revenue Mix Revenues Operating Margin % 10.3% S&P 9.5% 9.1% 8.3% 8.7% 8.5% 8.9% 16% 7.9% 7.7% Services Client 7% 58% 4.0B 3.6B 3.5B 3.5B 3.0B 3.0B 3.0B 3.3B 2.8B Servers & Storage 19% 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 SMB P&L $ in Millions 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Revenues of $3.5B (up +25% Y/Y) Revenues 2,820 2,956 3,336 3,524 3,535 -5% 5% 13% 6% 0% Operating income was $323M, and -29% -19% 10% 19% 25% increased +40bps Y/Y to 9.1% Double digit Y/Y unit growth led by Operating Income 246 282 282 313 323 mobility, desktops, servers & networking 8.7% 9.5% 8.5% 8.9% 9.1% 100 bps 80 bps -100 bps 40 bps 20 bps Strong revenue growth across all 40 bps -80 bps 60 bps 120 bps 40 bps regions (Americas, EMEA & APJ) 14 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Consumer Revenue & Operating Income Revenue Mix Revenues Operating Margin % S&P 11% 4.5% 3.1% Services 5% Client 84% 3.2B 3.2B 3.2B 3.5B 3.2B 2.8B 2.9B 2.8B 2.9B 1.5% 0.3% 0.5% 0.9% 0.2% 0.0% -0.7% 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Consumer P&L $ in Millions 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Revenues of $2.9B (flat Y/Y) Revenues 2,861 2,842 3,547 3,248 2,870 2% -1% 25% -8% -12% Operating income of $(21)M, decline of -9% -10% 11% 16% 0% -380 bps Y/Y Total units increased 6% Y/Y and Operating Income 89 10 9 17 (21) mobility units up +11% Y/Y 3.1% 0.3% 0.2% 0.5% -0.7% 310 bps -280 bps -10 bps 30 bps -120 bps Double digit Y/Y APJ and EMEA revenue 220 bps -420 bps -130 bps 50 bps -380 bps increase 15 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 BRIC Countries Unit Growth Y/Y, % 72% 64% 60% Our total BRIC countries revenue 46% 43% grew +52% from the year ago period 16% -10% -10% -4% BRIC +10 countries revenue grew +47% Y/Y ¹ 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Revenue Growth Y/Y, % India and China year-over-year 72% revenue increased +77% and +52%, 60% 52% respectively 41% 20% 5% Revenue outside of the U.S. was 47% -23% -21% - -17% of our total mix 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 % of Dell Total Revenue 12% 11% 12% 12% 9% 9% 9% 10% 7% 1 BRIC +10 countries include Brazil, Russia, India, China, Mexico, Argentina, 2Q’09 3Q’09 4Q’09 1Q’10 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Columbia, Turkey, Ukraine, South Africa, Indonesia, Vietnam, Thailand and the Philippines. 16 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Product Summary Product Revenue Trends Growth refers to year-over-year LOB 2Q’10 3Q’10 4Q’10 1Q’11 2Q’11 Servers & Networking 1,403 1,539 1,804 1,785 1,890 Server revenue was up +35% on +15% Storage 551 508 599 554 624 unit growth Services 1,218 1,244 1,922 1,891 1,915 S&P 2,382 2,394 2,477 2,496 2,535 Storage revenue was up +13%, with Mobility 3,891 4,191 4,653 4,563 4,700 EqualLogic revenue up +63% Desktop op p PCs 3,319 3,319 3,020 3,020 3,445 3,445 3,585 3,585 3,870 3,870 Total 12,764 12,896 14,900 14,874 15,534 Software and peripherals revenue was Revenue Trends Q/Q up +6% Servers & Networking 9% 10% 17% -1% 6% Storage 3% - -8% 18% -8% 13% Mobility revenue grew +21%, units Services -2% 2% 55% -2% 1% were up +21% S&P 6% 1% 3% 1% 2% Mobility 0% 8% 11% -2% 3% Desktop revenue increased +17%, Desktop op p PCs 5% -9% 14% 4% 8% units were up +12% Total 3% 1% 16% 0% 4% Revenue Trends Y/Y Servers & Networking -19% -6% 26% 39% 35% Storage -20% -19% -15% 4% 13% Services -11% -9% 51% 53% 57% S&P -15% -7% 0% 11% 6% Mobility -21% -14% 16% 18% 21% Desktop op p PCs -33% 33 3% -26% 26 6% - -3% 13% 17% Total -22% -15% 11% 21% 22% 17 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Corporate Responsibility Key Results Accomplishments 1. Dell ranks in the top 5 on the EPA’s Green We power our global headquarters & several Power Partnership National Top 50 companies other facilities with 100% green electricity. We for renewable energy usage also recently completed construction of a 516-panel solar PV array at our HQ designed to generate 130,000 kWh/year 2. Dell advances four spots on Greenpeace’s We actively work to help shape responsible latest Guide to Greener electronics and retains sourcing legislation & advocate for regulation its member status in responsible investment of harmful chemicals (PVC/BFR) in electronic index, the FTSE4Good Index applications 3. The Green Store launches on Dell.com, Dell makes it easy for businesses to save featuring technology products that minimize energy, avoid waste & minimize environmental impact environmental impact by highlighting environmentally conscious tech products 4. InfoWorld names Dell a green IT star in its Dell’s data center consulting services saves annual InfoWorld Green 15 Awards $50M in energy costs by doubling server utilization rates and reducing energy use by 30% 18 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Dell 2Q FY11 Enterprise Solutions Steve Schuckenbrock President, Large Enterprise 19 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Servers and Networking Continued momentum in the enterprise refresh cycle Revenue up +35% Y/Y to $1.9B Total Servers & Networking revenue increased +6% Q/Q, +35% Y/Y to $1.9B WW Server share up 2.3 pts Y/Y * Blade growth of 35% Y/Y and Data Center Solutions revenue increased triple digits, now 1.9B serving 21 out of top 25 most heavily 1.80B 1.79B 1.54B trafficked web sites 1.40B Double digit Y/Y revenue and margin growth rates in both our Power Edge and Power Connect lines of business Q2’ 10 Q3’10 Q4’10 Q1’11 Q2’11 * Preliminary CY10Q2 IDC results 20 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Storage Solutions Well Positioned in Fast Growth Segments SAN “Block” NAS “Unified & File” 13% Y/Y growth in overall storage business 2 to $624M EMC EMC Symmetrix Symmetrix x with NS Gateway End T-Class EqualLogic growth of 63% Y/Y with High- (FC) (FC) (FC) double-digit growth rate in all commercial segments 2 Dell|EMC EqualLogic| CX4 (FC or (iSCSI) F-Class iSCSI) Significant Y/Y growth in margin profile of (FC) storage business Dell|EMC Mid-Range EqualLogic NS PS Series Grew at 1.3x of industry external disc (FC or (iSCSI) iSCSI) growth ¹, with innovative products at every storage tier Dell AX4-5 PowerVault (FC or iSCSI) NX NAS Augmented portfolio over past two Dell NX4 quarters with acquisitions of Ocarina and Entry PowerVault MD (iSCSI) (FC or Exanet iSCSI) 1 External disc for Dell includes EqualLogic, Powervault arrays and Dell/EMC CLARiiON Intelligent Data Management (IDM) (e.g. Ocarina) 2 The transaction has not closed and is subject to customary closing conditions 21 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Services Services Business up 57% to $1.9B Services Revenue by Category Continue to make solid progress on integration of Dell Services business Business Expanding and maturing sales pipeline Process positions us for solid new contract wins, with Consulting & synergy sales opportunities progressing well Applications 25% Recurring revenue balance is $13.9B with Support 48% approximately 70% of revenue coming from recurring sources #1 IT outsourcing vendor, measured by Infrastructure customer satisfaction ¹ 27% 1 Blackbook magazine 22 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

2Q FY11 Efficient Enterprise Solutions and Services Continuing to execute our commercial solutions growth strategy Creating optimal solutions for our customers to grow our enterprise solutions revenue Making sustained organic and inorganic investments while building an IP portfolio Synergistic Large Strategic Exanet complements current storage offerings Adjacencies Platform Extending | Transforming | Emerging with its portfolio of patents and other IP Solutions Revenue* Ocarina delivers online storage optimization solutions, compression & de-duplication $16B $17B KACE offers leading systems management $12B capabilities tailored to midsized businesses Scalent provides key technology used in the Dell Advanced Infrastructure Manager * Annualized Revenue of Commercial Servers, Storage and Services Q2’ 10 Q1’11 Q2’11 Annualized Revenue 23 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Stronger Together Acquisitions & alliances present attractive growth opportunities Storage Systems Management 3Par 1 Ocarina Exanet KACE Scalent Utility storage Intelligent Data Unified storage Systems Software-for the cloud management for block & file management & based virtual systems deployment infrastructure solutions management Delivers utility Online storage A portfolio of computing via optimization patents & IP Tailored for Technology the cloud while solutions that complements midsized used in Dell’s leading in include our current businesses & Advanced utility storage compression & storage lineup public entities Infrastructure development content aware with high- (government, Manager, a key de-duplication performance education & component of technologies scalable NAS healthcare) Dell’s Virtual technology institutions Integrated System Intelligent Data Management 1 The transaction has not closed and is subject to customary closing conditions 24 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Dell 2Q FY11 Outlook Brian Gladden SVP and CFO 25 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Outlook Corporate refresh cycle is continuing — commercial client revenue growth of 14% and 25% over the past two quarters For Q3, we expect typical seasonal improvements from our Federal government and commercial businesses We expect a revenue pick-up in the low single digits into Q3 Component pricing is improving and we expect to see a return to modest cost reductions in Q3 and Q4. Expect currency volatility, though hedge programs provide significant stability Expect OPEX to trend upward, but will manage operating income while making strategic investments 26 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Dell 2Q FY11 Operating Agenda and Strategy Michael Dell Chairman and CEO 27 Dell Investor Relations - - 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Enterprise Focus Strong Momentum in Enterprise Solutions and Services Strong commercial demand environment continues Significant Windows 7 migration ahead of the industry EqualLogic eclipsed over $1B in revenue since acquisition Gaining momentum in servers with significant blade growth and early success with PowerEdge C line Committed to strategic enterprise investments and continued additions to the portfolio to meet customer needs 28 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Dell 2Q FY11 Supplemental Non-GAAP Measures 29 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Supplemental Non-GAAP Measures Q1’09 Q2’09 Q3’09 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Q1’11 Q2’11 GAAP Net Income 784 616 727 351 290 472 337 334 341 545 EPS $0.38 $0.31 $0.37 $0.18 $0.15 $0.24 $0.17 $0.17 $0.17 $0.28 Adjustments Income before Income Taxes Amortization of Intangibles 26 27 26 26 39 40 40 86 88 87 Severance & Facility Action Costs 106 25 17 134 185 87 123 86 57 24 Acquisition Related - - - — - — - — 116 20 16 Other ¹⁾ — - — 104 — - — - 140 -Aggregate Tax-adjustments (27) (15) (14) (61) (28) (24) (51) (78) (62) (43) EPS — Diluted $0.05 $0.02 $0.01 $0.11 $0.10 $0.05 $0.06 $0.11 $0.13 $0.04 Non-GAAP Net Income 889 653 756 554 486 575 449 544 584 629 EPS $0.43 $0.33 $0.38 $0.29 $0.25 $0.29 $0.23 $0.28 $0.30 $0.32 1) Stock Option Accelerated Vesting Charges of $104M, a $40M Legal Settlement and a $100M SEC Settlement 30 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Supplemental Non-GAAP Measures Q4’08 Q1’09 Q2’09 Q3’09 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Q1’11 Q2’11 GAAP gross margin 2,994 2,965 2,827 2,853 2,312 2,168 2,391 2,233 2,469 2,516 2,586 Non-GAAP adjustments: Amortization of intangibles 2 14 15 15 15 26 27 27 71 68 70 Severance and facility actions 7 24 11 8 103 65 14 102 55 29 14 Acquisition-related — - — - — - — - 1 1 1 Other — - — - 16 - - — - — - -Non-GAAP gross margin 3,003 3,003 2,853 2,876 2,446 2,259 2,432 2,362 2,596 2,614 2,671 Percentage of Total Net Revenue: GAAP gross margin 18.8% 18.4% 17.2% 18.8% 17.2% 17.6% 18.7% 17.3% 16.6% 16.9% 16.6% Non-GAAP adjustment 0.0% 0.3% 0.2% 0.2% 1.0% 0.7% 0.4% 1.0% 0.8% 0.7% 0.6% Non-GAAP gross margin 18.8% 18.7% 17.4% 19.0% 18.2% 18.3% 19.1% 18.3% 17.4% 17.6% 17.2% “Other” includes stock option accelerated vesting charges, in-process research and development along with a legal settlement 31 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Supplemental Non-GAAP Measures Q4’08 Q1’09 Q2’09 Q3’09 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Q1’11 Q2’11 GAAP operating expenses 2,218 2,066 2,008 1,838 1,855 1,754 1,720 1,656 1,959 1,997 1,841 Non-GAAP adjustments: Amortization of intangibles (9) (12) (12) (11) (11) (13) (13) (13) (15) (20) (17) Severance and facility actions (46) (82) (14) (9) (31) (120) (73) (21) (31) (28) (10) Acquisition-related — - — - — - — - (115) (19) (15) Other (83) — - — (88) — - — - (140) -Non-GAAP operating expenses 2,080 1,972 1,982 1,818 1,725 1,621 1,634 1,622 1,798 1,790 1,799 Percentage of Total Net Revenue: GAAP operating expenses 13.9% 12.9% 12.2% 12.1% 13.8% 14.2% 13.5% 12.8% 13.2% 13.4% 11.8% Non-GAAP adjustment -0.9% -0.6% -0.1% -0.1% -1.0% -1.1% -0.7% -0.2% -1.1% -1.4% -0.2% Non-GAAP operating expenses 13.0% 12.3% 12.1% 12.0% 12.8% 13.1% 12.8% 12.6% 12.1% 12.0% 11.6% “Other” includes stock option accelerated vesting charges, in-process research and development along with a legal settlement and a SEC settlement 32 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Supplemental Non-GAAP Measures Q4’08 Q1’09 Q2’09 Q3’09 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Q1’11 Q2’11 GAAP operating income 776 899 819 1,015 457 414 671 577 510 519 745 Non-GAAP adjustments: Amortization of intangibles 11 26 27 26 26 39 40 40 86 88 87 Severance and facility actions 53 106 25 17 134 185 87 123 86 57 24 Acquisition-related — - — - — - — - 116 20 16 Other 83 — - — 104 — - - - — 140 -Non-GAAP operating income 923 1,031 871 1,058 721 638 798 740 798 824 872 Percentage of Total Net Revenue: GAAP operating margin 4.9% 5.5% 5.0% 6.7% 3.4% 3.4% 5.2% 4.5% 3.4% 3.5% 4.8% Non-GAAP adjustment 0.9% 0.9% 0.3% 0.3% 2.0% 1.8% 1.1% 1.2% 2.0% 2.0% 0.8% Non-GAAP operating margin 5.8% 6.4% 5.3% 7.0% 5.4% 5.2% 6.3% 5.7% 5.4% 5.5% 5.6% “Other” includes stock option accelerated vesting charges, in-process research and development along with a legal settlement and a SEC settlement 33 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

Supplemental Non-GAAP Measures Net TTM Free Cash Flow Q2’09 Q3’09 Q4’09 Q1’10 Q2’10 Q3’10 Q4’10 Q1’11 Q2’11 Cash flow from operations 3,446 2,362 1,894 2,512 2,480 3,367 3,906 3,383 3,642 Capital expenditure (631) (596) (440) (398) (355) (288) (367) (333) (379) On balance sheet financing receivables 257 238 302 483 700 830 1,085 1,266 1,119 Net TTM Free Cash Flow $3,072 $2,004 $1,756 $2,597 $2,825 $3,909 $4,624 $4,316 $4,382 34 Dell Investor Relations — 2Q FY11 Performance Review See Financial History at www.dell.com\investor

EX-99.2

Exhibit 99.2

Dell’s Global Commercial Strength Drives Second Quarter Financial Results

• Overall company revenue up 22 percent to $15.5 billion

• Commercial business revenue increases 28 percent to $12.7 billion

• Servers, storage and services revenue up 43 percent to $4.3 billion

ROUND ROCK, Texas, Aug. 19, 2010 – Commercial customer demand for Dell enterprise solutions – including servers and networking systems, storage and services – increased significantly worldwide in the second quarter of fiscal 2011, driving a 22-percent improvement in total revenue to $15.5 billion, and an 11-percent gain in operating income to $745 million on a GAAP basis in year-over-year comparisons.

Fiscal-Year 2011 Second Quarter Highlights

• Total revenue in the quarter ended July 30 was $15.5 billion, a 22-percent increase from a year ago.

• Dell’s commercial business continues to benefit from improved demand across all products and services, and in all geographies as Dell expands its enterprise solutions portfolio. Recently, Dell acquired Scalent, developer of virtual infrastructure management technology, and Ocarina Networks, a leading developer of storage optimization technology. The company also announced an agreement to acquire 3PAR, the leading global provider of utility storage for cloud computing. These moves illustrate Dell’s commitment to build its capabilities for open and affordable enterprise solutions.

• Dell’s business in emerging countries continued to grow rapidly, with total revenue from Brazil, Russia, India and China (BRIC) up 52 percent to account for 12 percent of Dell’s overall revenue.

	Second Quarter
(in millions)	FY11		FY10		Change
Revenue	$	15,534	$	12,764		22	%
Operating Income (GAAP)	$	745	$	671		11	%
Net Income (GAAP)	$	545	$	472		16	%
EPS (GAAP)	$	0.28	$	0.24		17	%
Operating Income (non-GAAP)	$	872	$	798		9	%
Net Income (non-GAAP)	$	629	$	575		9	%
EPS (non-GAAP)	$	0.32	$	0.29		10	%

Information about Dell’s use of non-GAAP financial information is provided under “Non-GAAP Financial Measures” below. Non-GAAP financial information excludes costs related primarily to the amortization of purchased intangibles, severance and facility-action costs, and acquisition-related charges. All comparisons in this press release are year over year unless otherwise noted.

Results

• GAAP operating income was $745 million, or 4.8 percent of revenue. Non-GAAP operating income was $872 million, or 5.6 percent of revenue.

• Cash flow from operations was $1.3 billion, with Dell ending the quarter with $13.1 billion in cash and investments.

Strategic Progress:

• Server and networking revenues increased 35 percent with rapid growth in blades.

• Storage revenue improved 13 percent led by EqualLogic storage products, which grew 63 percent as it gains wider adoption among customers.

• Services revenue increased 57 percent to $1.9 billion with the inclusion of Perot Systems.

• Dell introduced new Business-Ready Configurations of servers, storage, networking and virtualization technologies to help customers more quickly deploy open, affordable, fully-integrated, virtualization-ready data center solutions.

• The corporate refresh cycle is continuing and led strong growth in Dell’s commercial client business. Revenue in total mobility and desktop products grew 21 and 17 percent, respectively, driven by particular strength in large enterprise and small and medium businesses. In the quarter, Dell announced new Latitude E-Family laptops and features, and a portfolio of Flexible Computing solutions and services to extend the reach of virtual desktops.

Business Units and Regions:

• Large Enterprise revenue was $4.5 billion, up 38 percent, with revenues for servers, services and mobility all improving by more than 50 percent. Operating income for the quarter was $288 million, a 68-percent improvement.

• Public revenue was $4.6 billion, an increase of 21 percent. Operating income for the quarter was $369 million, a 4-percent decline. Revenue from services, which includes Perot Systems, again more than doubled in the quarter from a year ago. Server and networking revenue increased by 12 percent. Sales to healthcare customers were strong while state and local government revenue was relatively flat.

• Small and Medium Business revenue was $3.5 billion, up 25 percent. Operating income was $323 million, a 32-percent increase. Revenue for SMB server and networking increased 28 percent; for storage, increased 22 percent; for desktop PCs, increased 29 percent, and for mobility, increased 32 percent.

• Consumer revenue was flat at $2.9 billion. Operating income was a $21 million loss. The company remains confident that initiatives underway will improve operating margins for the segment.

• Asia-Pacific and Japan revenue grew 38 percent and the Americas and EMEA were up 17 and 24 percent, respectively. Revenue in the quarter from outside the U.S. was 47 percent of the company’s total.

Quotes:

Michael Dell, chairman of the board and chief executive officer: “We continue to strengthen our portfolio of data center solutions at an aggressive pace with the addition of key IP, talent and technology. This quarter’s results are a strong reflection of the progress we’ve made, and we remain very focused on delivering the best possible solutions and services to meet our customers’ IT needs.”

Brian Gladden, chief financial officer: “We are positioned well to continue benefiting from the global corporate refresh underway in client and enterprise systems. This was a solid quarter highlighted by increasing revenues, operating income and cash flow. We continue to focus on improving operating income and executing on our long-term value-creation framework, while making key investments in solutions and resources.”

Company Outlook:

Dell believes the corporate client refresh is well underway and that demand will continue through the next several quarters. For the third quarter, the company expects seasonal improvements from federal government sales and commercial businesses, resulting in a pick-up in the low single digits. Dell reiterated its outlook provided in June, anticipating revenue growth for the year from 14 to 19 percent and non-GAAP operating income growth between 18 to 23 percent.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide innovative technology, business solutions and services they trust and value. For more information, visit www.dell.com. The second-quarter analyst call with Michael Dell, chairman and CEO; Brian Gladden, CFO; and, Steve Schuckenbrock, senior vice president, Large Enterprise business unit, will be webcast live today at 3:45 p.m. CDT and archived at www.dell.com/investors. A related presentation will be posted on the website prior to the webcast. To communicate directly with Dell, go to www.dell.com/dellshares.

Non-GAAP Financial Measures:

This press release includes information about non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP earnings per share (collectively the “non-GAAP financial measures”), which are not measurements of financial performance prepared in accordance with U.S. generally accepted accounting principles. In the following tables, Dell has provided a reconciliation of each historical non-GAAP financial measure to the most directly comparable GAAP financial measure under the heading “Reconciliation of Non-GAAP Financial Measures” and has presented a detailed discussion of its reasons for including the non-GAAP financial measures and the limitations associated with those measures under the heading “Use of Non-GAAP Financial Measures.” Dell encourages investors to review the reconciliation and the non-GAAP discussion in conjunction with Dell’s presentation of these non-GAAP financial measures.

Special Note:

Statements in this press release that relate to future results and events (including statements about Dell’s future financial and operating performance, anticipated customer demand, including seasonal and geographic trends and client refresh timing and scope, enterprise solutions strategies, acquisition strategies, and new products, as well as the financial guidance with respect to revenue and non-GAAP operating income) are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Dell’s current expectations. In some cases, you can identify these statements by such forward-looking words as “anticipate,” ‘believe,” “could,” “estimate,” “expect,” “intend,” “confidence,” “may,” “plan,” “potential,” “should,” “will” and “would,” or similar expressions. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors, including: weak global economic conditions and instability in financial markets; weak economic conditions and additional regulation affecting Dell’s financial services activities; intense competition; Dell’s cost-cutting measures; Dell’s ability to effectively manage periodic product and services transitions; Dell’s ability to effectively manage the growth of its distribution capabilities and add to its product and services offerings; Dell’s ability to achieve favorable pricing from its vendors; Dell’s reliance on third-party suppliers for product components, including reliance on several single-sourced or limited-sourced suppliers; disruptions in component or product availability; successful implementation of Dell’s acquisition strategy; Dell’s ability to generate substantial non-U.S. net revenue; Dell’s product, customer, and geographic sales mix, and seasonal sales trends; Dell’s ability to access the capital markets; loss of government contracts; customer terminations of or pricing changes in services contracts, or Dell’s failure to perform as it anticipates at the time it enters into services contracts; Dell’s ability to hedge effectively its exposure to fluctuations in foreign currency exchange rates and interest rates; counterparty default; unfavorable results of legal proceedings; Dell’s ability to obtain licenses to intellectual property developed by others on commercially reasonable and competitive terms; expiration of tax holidays or favorable tax rate structures, or unfavorable outcomes in tax audits and other compliance matters; Dell’s ability to maintain strong internal controls; changing environmental and safety laws; the effect of armed hostilities, terrorism, natural disasters, and public health issues; information technology and manufacturing infrastructure disruptions or breaches of data security; Dell’s ability to attract, retain, and motivate key personnel; and other risks and uncertainties discussed in Dell’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for its fiscal year ended January 29, 2010. In particular, Dell’s expectations with regard to revenue and non-GAAP operating income for the full fiscal year ending January 28, 2011 assume, among other matters, that there is no significant decline in economic conditions generally or demand growth specifically, no significant adverse currency fluctuations, which are unhedged, and no significant adverse component pricing or supply movements. Dell assumes no obligation to update its forward-looking statements.

Additional Note:

The planned tender offer described in this press release has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Consolidated statements of income, financial position and cash flows and other financial data follow.

Dell, PowerEdge, Dell Precision and Vostro are trademarks of Dell Inc.

Dell disclaims any proprietary interest in the marks and names of others.

Contact Information

Media Contacts: (512) 728-4100
Jess Blackburn	Dell	(512) 728-8295	jess_blackburn@dell.com
David Frink	Dell	(512) 728-2678	david_frink@dell.com
Investor Relations Contacts:
Robert Williams	Dell	(512) 728-7570	robert_williams@dell.com
Shep Dunlap	Dell	(512) 723-0341	shep_dunlap@dell.com
Frank Molina	Dell	(512) 723-5116	frank_molina@dell.com

EX-99.3

Exhibit 99.3

Dell Lays Bare New Enterprise Ambitions

Data Center | Blog Post | Mike Vizard, Tuesday, August 17, 2010
Tags: Dell, virtualization

If you haven’t noticed lately, Dell has been making a series of uncharacteristic moves in the enterprise.

First there was the acquisition of Scalent, which gives the company access to next-generation IT management software. Then the company partnered with Juniper Networks to gain access to data center security technology. Yesterday, Dell spent $1.15 billion to acquire 3Par, a provider of advanced storage virtualization technologies. And today Dell is announcing that it will resell wireless technologies for the enterprise developed by Aruba Networks.

If there is any doubt that Dell has ambitions in the higher end of the enterprise market that has been traditionally dominated by Hewlett-Packard and IBM, it was pretty much dispelled yesterday when Dell officials said one of the primary reasons Dell was acquiring 3Par was because it created high-margin opportunities for Dell in the enterprise.

This might be the first time that any Dell executive has used the phrase high margin. Dell has always been about pursuing high-volume opportunities under the theory that it could low ball competitors and make up the difference in profit via increased volumes. That’s a strategy that works well in commodity markets. But it’s clear that Dell now wants to fry the bigger proverbial fish.

It will be a while before Dell can bring all the components of this emerging shift in strategy together in one cohesive offering. And it will be interesting to wait and see what other elements Dell plans to add to its portfolio via either reseller agreements or major acquisitions, and how those moves might affect its long-standing alliance with EMC and its partnerships with Cisco.

What is clear is that Dell has decided to not sit idly by and wait for innovative new technologies to reach a level of market acceptance that justifies a volume pricing game. Instead, Dell is starting to assemble a stable of leading edge technologies in the enterprise

that would suggest that something very different is now afoot in the halls of Round Rock, Texas.

     The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.4

Exhibit 99.4

“Hi Andy,

Thanks for your kind note! I’m really looking forward to working with you and the team. J

Michael

     The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.5

Exhibit 99.5

08192010 Dell 2Q11 Earnings Call

August 19, 2010

ROB WILLIAMS: Thanks for joining us on Dell Shares. I’m Rob Williams. With me is Brian Gladden and Steve Schuckenbrock. Guys, thanks for joining us today.

BRIAN GLADDEN: Thanks, Rob.

ROB WILLIAMS: Brian, solid quarter, second quarter. Could you talk a little bit about it?

BRIAN GLADDEN: Yeah, I think generally we delivered on the things we’ve talked about. So, we had solid revenue growth, revenue up at 15.5, $15.5 billion, which is up 22 percent year over year, sequentially improved, as we talked about. We saw some seasonality in the quarter.

We saw pretty good operating income growth, operating income at 5.6 percent, $872 million on a non-GAP basis, which for us is up 9 percent year over year; so good growth there as well.

And we saw very solid cash flow generation.

So, generally executed pretty well during the second quarter.

ROB WILLIAMS: Cash flow was seasonally strong. You just mentioned that. Maybe a little bit more detail on that.

BRIAN GLADDEN: Yeah, I think, you know, very good cash P&L for us, and as we look at the overall dynamics, working capital performance in the quarter was solid. We’ve maintained a negative 36 cash conversion cycle for the quarter. We expect that to be about where we are, and good execution from the teams there. But a billion-three for us is solid cash flow, and we’ve generated free cash flow over the last four quarters of $4.4 billion, so continues to be one of our real strengths.

ROB WILLIAMS: Right. We talk a lot about cash flow and operating income as being highly correlated with value creation over time. This marks the eighth quarter that we’ve actually hit or exceeded first call averages for operating income, so some pretty solid performance throughout the P&L and through a pretty difficult time last year, and through an improving demand environment this year.

Maybe you could talk a little bit about a couple of the things that folks would kind of question, which is a little bit of degradation in gross margins sequentially, as well as some challenges in consumer.

BRIAN GLADDEN: Yeah. Well, I think you hit the key point, which we’ve talked about. You know, we’re focused on operating income growth, and I think that’s again what the team is incented for, that’s what the teams are aligned around.

I would say that this story around gross margins continues to be component costs, and continued to be a challenging environment through most of the quarter.

ROB WILLIAMS: Right.

BRIAN GLADDEN: I think we’re now at a spot where we’re starting to see some of that turn, and some component pricing coming down. You see that across the board. And we expect that to be one of the dynamics that affects our second half results as those component prices come down. But clearly more to do in the consumer business.

And, you know, Steve Felice laid out a plain at the analyst meeting that I think we’re executing on, and that’s shifting, you know, in some cases our business in terms of geographies, it’s better products, it’s a better supply chain, it’s moving more onto the ocean, and we’re starting to see the operational impacts of those dynamics. Hasn’t quite hit the P&L yet, and that’s disappointing I think, but as we look into the second half of the year, we expect that to actually make a nice impact for us.

ROB WILLIAMS: Good, good.

Steve, commercial is clearly a big part of the business. It represents 80 percent plus of revenue, and a much higher percentage of profitability over time.

Third consecutive quarter of growth in both commercial in total, and LE on a year over year basis. Could you talk a little bit about that?

STEVE SCHUCKENBROCK: Yeah. We’re pretty excited about the demand environment. I mean, the customers are clearly executing against project plans, and a lot of those project plans are driven towards increased — you know, driving return on investment on their infrastructure spends, and so Dell benefits very, very nicely from that. The corporate refresh is kind of beginning to hit stride as customers refresh that old install base that we’ve talked about so many times.

You know, the enterprise business, the server business and storage business and services business grew I believe 43 percent on a year on year basis, which is pretty phenomenal. And when you consider the fact that servers grew 54 percent and storage was very solid, with EqualLogic up roughly 60 percent on a year on year basis, we’re seeing the shift that we talked about at the analyst meeting as we begin to, you know, move towards a solutions business for all of the commercial sector.

ROB WILLIAMS: Right. There’s a lot of energy internally around this idea that we’re more of a solutions company going forward. There’s progress. You can see it in the P&L, you can see it in the growth of the different components of the solutions business.

Could you talk a little bit about that internal energy and how that kind of manifests itself externally with our customers?

STEVE SCHUCKENBROCK: Yeah, I really can. I mean, in terms of the internal energy, we talked at the analyst meeting about how we’ve, you know, really dedicated resources, both financial as well as human, up against the task of this change to a solutions business. And we’ve launched our first solutions in the marketplace. We’ve added multiple acquisitions, including Scalent and Ocarina, our intent to acquire 3PAR, are all part of this shift of our business towards really bringing value to customers at the core of the datacenter, and doing it in a way that allows them to drive their total cost of ownership down.

And what we’re seeing is, is customers are running to those types of solutions. It’s why you see the shift in server growth and the shift in storage growth, and the services business from Dell, because our focus is so much around the total cost of ownership, and we can do it in a relatively disruptive way, because there’s not a lot of legacy assets to attack.

ROB WILLIAMS: Right. Brian, Steve as well, let’s talk a little bit about the third quarter and what you’re seeing in the business, both in terms of the consolidated business, as well as commercial and, you know, kind of a full year look as well.

BRIAN GLADDEN: Yeah, I think, you know, going into the third quarter we would expect normal seasonality that we would see across the business, which would be a slight increase, single digit sort of increase quarter on quarter. You know, the federal business is strong for us, and public should have a strong demand quarter. I think we’re watching consumer, and, you know, we’ll watch those markets and see how demand looks. There were some weakening signs throughout, you know, the end of the second quarter. We’ll continue to watch that. But again remember that for us is, you know, less than 20 percent of business. So, commercial demand will drive the business in the second half, and we think that’s important.

STEVE SCHUCKENBROCK: Yeah, as I said, the demand environment looks really good, and that’s broad-based, from client all the way through the datacenter, up into the cloud. You know, we’re really proud, we won the 21st of the largest 25 cloud companies’ business here in the second quarter, and so that momentum continues to look really great.

You know, we’re looking at the third and the fourth quarter as an opportunity to really shift, taking advantage of the component cost environment, and some pricing opportunities to make sure that we also drive the gross margins and the operating income on a — you know, towards the kind of targets we talked about in the analyst meeting.

ROB WILLIAMS: Very helpful, very helpful.

Eight weeks ago, roughly speaking, we shared a full year outlook with the investment community and our customers —

BRIAN GLADDEN: Yep.

ROB WILLIAMS: — and our employees as well. Thoughts on that?

BRIAN GLADDEN: Still committed to that, think it’s a good framework for us, and it’s what we’re driving the business to.

ROB WILLIAMS: Great, great. Well, I appreciate both of you joining me today.

BRIAN GLADDEN: Sure.

ROB WILLIAMS: Thanks for joining us on Dell Shares, and we look forward to your questions and comments.

END

The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.6

Exhibit 99.6

Minds Behind the Design: Delivering the Innovative, Next Generation Enterprise Solutions our Customers Need (vlog)

Exanet...Scalent...Ocarina and now the intent to acquire 3PAR — we’re making a clear commitment and investment to deliver the innovative, next generation enterprise solutions our customers need.

We’re excited about the possibilities of what open, capable and affordable solutions can do for our customers.

As we continue to enhance our capabilities and strengthen our enterprise organization with new team members, we’re building on our efforts to inspire a winning spirit and create an environment where we’re supporting each other and all can collaborate to deliver outstanding solutions. And our deep and talented Enterprise PG leadership team will harness this winning spirit by effectively integrating our new colleagues into Dell to ensure they play a major role in our success.

These customer-focused leaders are committed to leading with openness and optimism, one of the core values that embodies who we are at Dell. And they brought a clear message to the Public and Large Enterprise teams who attended TechSummit: Enterprise Product Group will continue to design and deliver the products and business-ready solutions that will help our customers succeed.

To learn more about these “Minds Behind the Design,” take a moment to watch the vlog below.

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     The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.7

Exhibit 99.7

Our FY11 Second-Quarter Results

By Brian Gladden, Chief Financial Officer and Jeff Clarke, Vice Chairman, Operations & Technology

Moments ago Dell reported earnings for the second quarter, showing we grew our revenue, operating income and cash flow. We’d like to share additional perspective on the results and where we’ll focus energies in the third quarter.

As we conclude the first half of a transformational year, our overall results show signs of progress against our growth strategies — delivering the strongest revenue and units in eight quarters. Here’s more detail on our internal scorecard, all on a non-GAAP basis:

• Our revenue in the quarter was $15.5 billion, up 22 percent from a year ago.

• We grew operating income nine percent to $872 million and our earnings per share was 32 cents.

• Our Net Promoter Score (NPS) was 16 percent compared with 21 percent in the first quarter. It’s still below our year-end goal of 26 percent, but an important indicator that we’re putting the customer back at the center of everything we do.

• We generated $1.3 billion in cash flow from operations, ending the quarter with $13.1 billion in cash and investments. This disciplined capital management allowed us to advance growth of our assets and capabilities, and make targeted acquisitions including Ocarina Networks, Scalent and most recently, to announce our intent to acquire 3PAR to extend our storage portfolio.

While we had solid operating income growth, and earnings per share were better than the analysts’ published estimates for the quarter, our gross margins fell short of our goals and we’re focused on making improvements going forward. There were a number of factors affecting gross margins, including continued challenging dynamics in our supply chain costs and our Consumer business profitability. We’re expect to improve our gross margins in the second half of the year as we see better component costs and our teams execute on fundamental operational improvements in our Consumer business. It will also be important to continue to maintain discipline in our discretionary spending, work to reduce product complexity and drive margins up, especially in the client business.

Highlights in business unit and regional performance include:

In Large Enterprise (LE), we saw impressive demand for our commercial products and services, growing revenue 38 percent to $4.5 billion and experiencing double-digit growth in all geographies. Operating income increased 68 percent to $288 million. Driving these results are several key wins, including:

• Novamedia, with a scalable Dell|EMC solution and expertise from ProConsult and ProSupport services, enabling charity lotteries across Europe to process ticket sales faster and improve storage back-up and disaster recovery needs;

• Renewable Energy Systems, providing a new HPC environment for creating the ability to assess wind farm sites 20 times faster and reducing power consumption by nearly 75 percent; and

• Lotus Racing, with a scalable IT solution, ranging from high-end servers used in designing cars for 2010 Formula One racing to mobile servers and clients that provide trackside telemetry and analysis supported through our cloud-based SaaS offerings.

We also introduced a new Business Ready Configs program to help customers more quickly deploy fully-integrated virtualization-ready data center solutions — a result of our Client Reinvention efforts.

In Services, revenue increased 57 percent to $1.9 billion with the inclusion of Perot Systems. As part of our integration efforts, we have created a dedicated sales team for education and state/local governments. They join our sales teams already in place for healthcare, federal government and

commercial sectors, and are backed by our regional teams and global delivery capability. The benefit of this new structure and the team’s BVS focus were illustrated through large wins, such as:

• Ascension Health, providing end-user support for 72,000 client assets and hosting 500 applications in our Plano data center so they can focus on delivering healthcare to low income and vulnerable patients, and

• Dow Chemical, relying on Dell to implement a new HR ERP system globally to reduce its many systems into a single HR and payroll system so our customer can focus on more pressing issues facing the world, like clean water, agricultural productivity and renewable energy.

Our Public business grew revenue 21 percent to $4.6 billion, also benefiting from the Perot Systems integration. We saw strength in sales to healthcare customers, while state and local government revenue was relatively flat. Although we lost some gains in efficiency, with operating income down four percent, it still remains a healthy eight percent of revenue. Quarter highlights include:

• A BVS win with a data center refresh for the Santa Clara Department of Education, including a rich configuration of blades, EqualLogic, VMware services and AIM software from Scalent that our competitors just couldn’t match.

• Partnering with the University of Cambridge on a High Performance Solution Center to enable cutting-edge computational research to tackle pressing medical and science issues.

• Fulfilling Public’s “Here to Serve” mission by supporting the local community through our signature Dell YouthConnect program, enabling us to give underserved children and teens access to technology education through our local support of Bayti, UNICEF Morocco and SOS Children’s Villages. Congratulations also to our colleagues who opened the new customer support center in Morocco

In our Small and Medium Business Unit, we grew revenue 25 percent to $3.5 billion and our server, storage and client businesses all delivered double-digit growth in the quarter as a result of improved demand. Operating income grew 32 percent to $323 million. Driving these results were:

• The launch of a comprehensive security solution portfolio to help midsized customers protect their IT infrastructure and most precious asset — data. We’re offering this using the KACE portfolio, as well as through partnerships with Juniper Networks and SecureWorks Inc.

• Initial steps to overhaul some of our CE processes, simplifying policies to empower frontline team members to resolve issues at the first point of contact. As a result, resolutions have improved 20 percent in U.S. Consumer Care and 30 percent in EMEA.

• Our first-ever Women’s Entrepreneur Network Event in Shanghai with business owners from 10 of our priority countries, in a Dell-hosted venue designed to deepen customer relationships and share insight on how businesses are using technology to provide broad-based business solutions.

In Consumer, revenue was flat at $2.9 billion and the business registered a $21 million operating income loss. We remain confident that we have the right strategies in place — like our supply chain transformation, premium service/care support and new, innovative products — to make improvements to our operating margins over time. We are staying disciplined in transitioning to this strategy which is expected in the near-term to move the business to 2-percent operating margins. We have a strong product portfolio lined up for the holidays and we’re making progress on increasing ocean shipments and fast track capabilities. We also want to acknowledge the work of our team members in the Consumer retail business, posting the highest margins in its history and growing revenue nicely year over year.

Our Communication Solutions Group continues to provide technology that allows customers to stay connected and access data-rich content without being tied to a desk. Over the past year, we’ve announced strategic global alliances with the world’s leading mobile carriers, like China Mobile and the Phone House in France, just to name a few. Already, our Streak tablet is receiving raves from

customers in Europe and pre-sales began in the U.S. last week. And our Android-based Smartphone, Aero, is expected later this month.

We had another strong quarter in Emerging Countries, with total revenue from Brazil, Russia, India and China up 52 percent, representing more than 12 percent of our total revenue. We also had solid revenue across regions, with APJ delivering 38 percent growth and the Americas up 17 percent. EMEA revenue was up 24 percent, and we’re pleased to be seeing positive trends in enterprise and services across Europe after several difficult quarters.

These results demonstrate that we’re on the right path to driving our transformation and living our purpose. Let’s build on this momentum by delivering great technology and seizing every opportunity to enable our customers to achieve their fullest potential. Thanks again for your hard work!

Note: Additional information about the quarter will be available via video on One Dell Way after our quarterly leadership meeting on Monday afternoon (Austin Time). Tune in for your chance to gain greater understanding of our business and the important role you play in achieving long-term success for our company, and our customers.

     The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.