e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
August 3, 2007
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to .
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Commission file
number: 0-17017
Dell Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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74-2487834
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Dell Way
Round Rock, Texas 78682
(Address of Principal Executive Offices) (Zip Code)
(512) 338-4400
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ
No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check One):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange Act).
Yes o
No þ
As of the close of business on October 19, 2007,
2,235,866,516 shares of common stock, par value $.01 per
share, were outstanding.
INDEX
Special Note
The Audit Committee of our Board of Directors recently completed
an independent investigation into certain accounting and
financial reporting matters. As a result of issues identified in
that investigation, as well as issues identified in additional
reviews and procedures conducted by management, the Audit
Committee, in consultation with management and
PricewaterhouseCoopers LLP, our independent registered public
accounting firm, concluded on August 13, 2007 that our
previously issued financial statements for Fiscal 2003, 2004,
2005, and 2006 (including the interim periods within those
years), and the first quarter of Fiscal 2007, should no longer
be relied upon because of certain accounting errors and
irregularities in those financial statements. Accordingly, we
have restated our previously issued financial statements for
those periods. Restated financial information is presented in
our amended Quarterly Report on
Form 10-Q/A
for the first quarter of Fiscal 2007, as well as in our Annual
Report on
Form 10-K
for Fiscal 2007. Those documents also contain a discussion of
the investigation, the accounting errors and irregularities
identified, and the adjustments made as a result of the
restatement.
PART I
FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL
STATEMENTS
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DELL INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in
millions)
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August 3,
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February 2,
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2007
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2007
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(unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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11,204
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$
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9,546
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Short-term investments
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658
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752
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Accounts receivable, net
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5,296
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4,622
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Financing receivables, net
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1,531
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1,530
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Inventories
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973
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660
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Other
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2,552
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2,829
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Total current assets
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22,214
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19,939
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Property, plant, and equipment, net
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2,608
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2,409
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Investments
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1,960
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2,147
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Long-term financing receivables, net
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375
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323
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Other non-current assets
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897
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817
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Total assets
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$
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28,054
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$
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25,635
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Short-term borrowings
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$
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328
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$
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188
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Accounts payable
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10,578
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10,430
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Accrued and other
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6,160
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7,173
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Total current liabilities
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17,066
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17,791
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Long-term debt
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378
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569
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Other non-current liabilities
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4,566
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2,836
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Total liabilities
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22,010
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21,196
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Commitments and contingencies (Note 8)
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Redeemable common stock and capital in excess of $.01 par
value; shares issued and outstanding: 5 and 5, respectively
(Note 12)
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116
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111
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Stockholders equity:
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Preferred stock and capital in excess of $.01 par value;
shares issued and outstanding: none
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Common stock and capital in excess of $.01 par value;
shares authorized: 7,000; shares issued: 3,312 and 3,307,
respectively; shares outstanding: 2,231 and 2,226, respectively
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10,313
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10,107
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Treasury stock at cost: 606 and 606 shares, respectively
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(21,033
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(21,033
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)
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Retained earnings
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16,754
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15,282
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Accumulated other comprehensive loss
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(106
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)
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(28
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)
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Total stockholders equity
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5,928
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4,328
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Total liabilities and equity
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$
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28,054
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$
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25,635
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
1
DELL
INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts; unaudited)
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Three Months
Ended
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Six Months
Ended
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August 3,
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August 4,
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August 3,
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August 4,
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2007
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2006
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2007
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2006
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Net revenue
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$
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14,776
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$
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14,211
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$
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29,498
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$
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28,531
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Cost of net revenue
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11,825
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12,073
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23,709
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23,885
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Gross margin
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2,951
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2,138
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5,789
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4,646
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Operating expenses:
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Selling, general, and administrative
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1,894
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1,469
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3,657
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2,883
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Research, development, and engineering
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155
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125
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297
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254
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Total operating expenses
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2,049
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1,594
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3,954
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3,137
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Operating income
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902
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544
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1,835
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1,509
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Investment and other income, net
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96
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50
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174
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104
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Income before income taxes
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998
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594
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2,009
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1,613
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Income tax provision
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252
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114
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507
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357
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Net income
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$
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746
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$
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480
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$
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1,502
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$
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1,256
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Earnings per common share:
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Basic
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$
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0.33
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$
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0.21
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$
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0.67
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$
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0.55
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Diluted
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$
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0.33
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$
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0.21
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$
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0.66
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$
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0.55
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Weighted-average shares outstanding:
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Basic
|
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2,237
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|
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2,264
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2,236
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2,280
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Diluted
|
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2,264
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2,278
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2,259
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2,298
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
2
DELL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions,
unaudited)
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Six Months
Ended
|
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August 3,
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August 4,
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2007
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2006
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Cash flows from operating activities:
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Net income
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$
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1,502
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$
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1,256
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Adjustments to reconcile net income to net cash provided by
operating activities:
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Depreciation and amortization
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271
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225
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Stock-based compensation
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301
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217
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Excess tax benefits from stock-based compensation
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(12
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)
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(53
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)
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Effects of exchange rate changes on monetary assets and
liabilities denominated in foreign currencies
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31
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19
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Other
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28
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58
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Changes in:
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Operating working capital
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(1,732
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)
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|
3
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|
Non-current assets and liabilities
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1,365
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|
87
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|
|
|
|
|
|
|
|
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Net cash provided by operating activities
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|
|
1,754
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|
|
|
1,812
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|
|
|
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|
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Cash flows from investing activities:
|
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Investments:
|
|
|
|
|
|
|
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Purchases
|
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(1,765
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)
|
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(5,917
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)
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Maturities and sales
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2,127
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|
|
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6,745
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Capital expenditures
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(464
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)
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(386
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)
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Acquisition of business, net of cash received
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(19
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)
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(97
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)
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|
|
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|
|
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Net cash (used in) provided by investing activities
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|
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(121
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)
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345
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|
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|
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Cash flows from financing activities:
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|
|
|
|
|
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Repurchase of common stock
|
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|
|
|
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(2,691
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)
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Issuance of common stock under benefit plans
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|
21
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|
|
|
188
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|
Excess tax benefits from stock-based compensation
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|
12
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|
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53
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Issuance of commercial paper, net
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|
(40
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)
|
|
|
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Other
|
|
|
(9
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)
|
|
|
(20
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)
|
|
|
|
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|
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Net cash used in financing activities
|
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(16
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)
|
|
|
(2,470
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)
|
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|
|
|
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|
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Effect of exchange rate changes on cash and cash equivalents
|
|
|
41
|
|
|
|
54
|
|
|
|
|
|
|
|
|
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|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,658
|
|
|
|
(259
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)
|
Cash and cash equivalents at beginning of period
|
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|
9,546
|
|
|
|
7,054
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|
|
|
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|
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Cash and cash equivalents at end of period
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$
|
11,204
|
|
|
$
|
6,795
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
DELL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
NOTE 1
|
Basis of
Presentation
|
Basis of Presentation The accompanying
condensed consolidated financial statements of Dell Inc.
(Dell) should be read in conjunction with the
consolidated financial statements and accompanying notes filed
with the U.S. Securities and Exchange Commission
(SEC) in Dells Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007. The
accompanying condensed consolidated financial statements have
been prepared in accordance with accounting principles generally
accepted in the United States of America (GAAP). In
the opinion of management, the accompanying condensed
consolidated financial statements reflect all adjustments of a
normal recurring nature considered necessary to fairly state the
financial position of Dell and its consolidated subsidiaries at
August 3, 2007 and February 2, 2007; the results of
its operations for the three and six month periods ended
August 3, 2007 and August 4, 2006; and its cash flows
for the six month periods ended August 3, 2007 and
August 4, 2006.
The preparation of financial statements in accordance with GAAP
requires management to make estimates and assumptions that
affect the amounts reported in Dells condensed
consolidated financial statements and the accompanying notes.
Actual results could differ materially from those estimates.
Dell is currently a partner in Dell Financial Services L.P.
(DFS), a joint venture with CIT Group, Inc.
(CIT). The joint venture allows Dell to provide its
customers with various financing alternatives. Dell consolidates
DFS financial results in accordance with Financial
Accounting Standards Board (FASB) Interpretation
No. 46R (FIN 46R) as Dell is the primary
beneficiary. See Note 6 of Notes to Condensed Consolidated
Financial Statements.
The Audit Committee of Dells Board of Directors recently
completed an independent investigation into certain accounting
and financial reporting matters. As a result of issues
identified in that investigation, as well as issues identified
in additional reviews and procedures conducted by management,
the Audit Committee, in consultation with management and
PricewaterhouseCoopers LLP, Dells independent registered
public accounting firm, concluded on August 13, 2007 that
Dells previously issued financial statements for Fiscal
2003, 2004, 2005, and 2006 (including the interim periods within
those years), and the first quarter of Fiscal 2007, should no
longer be relied upon because of certain accounting errors and
irregularities in those financial statements. Accordingly, Dell
has restated its previously issued financial statements for
those periods. Restated financial information, as well as a
discussion of the investigation, the accounting errors and
irregularities identified, and the adjustments made as a result
of the restatement, are contained in Dells Annual Report
on
Form 10-K
for the fiscal year ended February 2, 2007 and its amended
Quarterly Report on
Form 10-Q/A
for the period ended May 5, 2006.
Recently Issued Accounting
Pronouncements In February 2006, the FASB
issued Statement of Financial Accounting Standard
(SFAS) No. 155, Accounting for Certain
Hybrid Instruments (SFAS 155), which is an
amendment of SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities
(SFAS 133), and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities a
replacement of FASB Statement No. 125
(SFAS 140). SFAS 155 allows Dell to elect
to account for financial instruments with embedded derivatives
as a whole on a fair value basis, instead of bifurcating the
derivative from the host financial instrument. This statement
also requires Dell to evaluate its interest in securitized
financial assets to identify any freestanding derivatives and
embedded derivatives, and clarifies that concentrations of
credit risk in the form of subordination are not embedded
derivatives. SFAS 155 is effective for all financial
instruments acquired, issued, or subject to a remeasurement
event after the beginning of Dells Fiscal 2008. Dell
determined that its retained interest in securitized assets
contains embedded derivatives and elected to account for the
entire asset on a fair value basis. The fair value basis did not
have a material effect on Dells results of operations,
financial position, or cash flows.
4
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
In March 2006, the FASB issued SFAS No. 156,
Accounting for Servicing of Financial Assets an
amendment of FASB Statement No. 140
(SFAS 156). SFAS 156 requires an
entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial
asset by entering into a servicing contract in specific
situations. Additionally, the servicing asset or servicing
liability is initially measured at fair value; however, an
entity may elect the amortization method or
fair value method for subsequent reporting periods.
SFAS 156 is effective beginning Dells Fiscal 2008.
Adoption of SFAS 156 did not have a material effect on
Dells results of operations, financial position, or cash
flows.
In June 2006, the Emerging Issues Task Force reached a consensus
on Issue
No. 06-3,
Disclosure Requirements for Taxes Assessed by a Governmental
Authority on Revenue-Producing Transactions
(EITF 06-3).
The consensus allows an entity to choose between two acceptable
alternatives based on their accounting policies for transactions
in which the entity collects taxes on behalf of a governmental
authority, such as sales taxes. Under the gross method, taxes
collected are accounted for as a component of revenue with an
offsetting expense. Conversely, the net method excludes such
taxes from revenue. Companies are required to disclose the
method selected pursuant to APB Opinion No. 22,
Disclosure of Accounting Policies. If such taxes are
reported gross and are significant, companies are required to
disclose the amount of those taxes. The guidance should be
applied to financial reports through retrospective application
for all periods presented, if amounts are significant, for
interim and annual reporting periods beginning after
December 15, 2006, which is Dells Fiscal 2008. Dell
records revenue net of such taxes.
In July 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109
(FIN 48). FIN 48 clarifies the accounting
and reporting for uncertainties in income tax law. This
Interpretation prescribes a comprehensive model for the
financial statement recognition, measurement, presentation, and
disclosure of uncertain tax positions taken or expected to be
taken in income tax returns. Dell adopted this Interpretation in
the first quarter of Fiscal 2008 and records tax liabilities
resulting from uncertain tax positions and accrued interest and
penalties related to income tax liabilities in accrued and other
current liabilities or other non-current liabilities in the
Condensed Consolidated Statements of Financial Position.
Interest and penalties related to income tax liabilities are
included in income tax expense. See Note 11 of Notes to
Condensed Consolidated Financial Statements for further
discussion of income taxes.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157),
which defines fair value, provides a framework for measuring
fair value, and expands the disclosures required for assets and
liabilities measured at fair value. SFAS 157 applies to
existing accounting pronouncements that require fair value
measurements; it does not require any new fair value
measurements. SFAS 157 is effective for fiscal years
beginning after November 15, 2007 and is required to be
adopted by Dell beginning in the first quarter of Fiscal 2009.
Management is currently evaluating the impact that SFAS 157
may have on Dells results of operations, financial
position, and cash flows.
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities
(SFAS 159), which provides companies with
an option to report selected financial assets and liabilities at
fair value with the changes in fair value recognized in earnings
at each subsequent reporting date. SFAS 159 provides an
opportunity to mitigate potential volatility in earnings caused
by measuring related assets and liabilities differently, and it
may reduce the need for applying complex hedge accounting
provisions. If elected, SFAS 159 is effective for fiscal
years beginning after November 15, 2007, which is
Dells Fiscal 2009. Management is currently evaluating the
impact that this statement may have on Dells results of
operations and financial position, and has yet to make a
decision on the elective adoption of SFAS 159.
5
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Reclassifications To maintain comparability
among the periods presented, Dell has revised the presentation
of certain prior period amounts reported within the Notes to
Consolidated Financial Statements. For further discussion
regarding the presentation of service obligations honored, see
Note 7 of Notes to Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
|
|
|
|
|
August 3,
|
|
|
February 2,
|
|
|
|
2007
|
|
|
2007
|
|
|
|
(in
millions)
|
|
|
Inventories:
|
|
|
|
|
|
|
|
|
Production materials
|
|
$
|
632
|
|
|
$
|
361
|
|
Work-in-process
|
|
|
71
|
|
|
|
61
|
|
Finished goods
|
|
|
270
|
|
|
|
238
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
$
|
973
|
|
|
$
|
660
|
|
|
|
|
|
|
|
|
|
|
The significant increase in production materials inventory from
February 2, 2007 to August 3, 2007 is primarily due to
strategic materials purchases during second quarter of Fiscal
2008.
|
|
NOTE 3
|
Earnings Per
Common Share
|
Basic earnings per share is based on the weighted-average effect
of all common shares issued and outstanding, and is calculated
by dividing net income by the weighted-average shares
outstanding during the period. Diluted earnings per share is
calculated by dividing net income by the weighted-average number
of common shares used in the basic earnings per share
calculation plus the number of common shares that would be
issued assuming exercise or conversion of all potentially
dilutive common shares outstanding. Dell excludes equity
instruments from the calculation of diluted earnings per share
if the effect of including such instruments is antidilutive.
Accordingly, certain employee stock options have been excluded
from the calculation of diluted earnings per share totaling
215 million and 305 million shares during the second
quarter of Fiscal 2008 and Fiscal 2007, respectively, and
250 million and 257 million shares during the six
month periods ended August 3, 2007 and August 4, 2006,
respectively. Additionally, shares held by a subsidiary are
considered issued but not outstanding, and are excluded from the
calculation of basic earnings per share.
6
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table sets forth the computation of basic and
diluted earnings per share for the three and six month periods
ended August 3, 2007 and August 4, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in millions,
except per share amounts)
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
746
|
|
|
$
|
480
|
|
|
$
|
1,502
|
|
|
$
|
1,256
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2,237
|
|
|
|
2,264
|
|
|
|
2,236
|
|
|
|
2,280
|
|
Effect of dilutive options, restricted stock units, restricted
stock, and other
|
|
|
27
|
|
|
|
14
|
|
|
|
23
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
2,264
|
|
|
|
2,278
|
|
|
|
2,259
|
|
|
|
2,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
$
|
0.67
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
$
|
0.66
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 4
|
Comprehensive
Income
|
Dells comprehensive income is comprised of net income,
unrealized gains and losses on derivative financial instruments
related to foreign currency hedging, unrealized gains and losses
on marketable securities classified as available-for-sale,
unrealized gains and losses related to the change in valuation
of retained interests in securitized assets, and foreign
currency translation adjustments.
The following table summarizes comprehensive income for the
three and six month periods ended August 3, 2007 and
August 4, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in
millions)
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
746
|
|
|
$
|
480
|
|
|
$
|
1,502
|
|
|
$
|
1,256
|
|
Unrealized gains (losses) on foreign currency hedging
instruments, net
|
|
|
8
|
|
|
|
64
|
|
|
|
(74
|
)
|
|
|
(44
|
)
|
Unrealized gains on marketable securities, net
|
|
|
3
|
|
|
|
16
|
|
|
|
15
|
|
|
|
1
|
|
Valuation of retained interests in securitized
assets(a)
|
|
|
|
|
|
|
4
|
|
|
|
(23
|
)
|
|
|
6
|
|
Foreign currency translation adjustments
|
|
|
3
|
|
|
|
(2
|
)
|
|
|
4
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
760
|
|
|
$
|
562
|
|
|
$
|
1,424
|
|
|
$
|
1,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
In the first quarter of Fiscal 2008
Dell adopted SFAS 155 and, as a result, all gains and
losses are recognized in the Statement of Income immediately and
are no longer included in accumulated other comprehensive
income. The impact to the first quarter of Fiscal 2008 is to
recognize the unrealized amount as of February 2, 2007 as
an adjustment to retained earnings at that date.
|
7
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Description of
the Plans
Employee Stock Purchase Plan Dell has a
shareholder approved employee stock purchase plan
(ESPP) that permits substantially all employees to
purchase shares of Dells common stock. Effective
July 1, 2005, participating employees were permitted to
purchase common stock through payroll deductions at the end of
each three-month participation period at a purchase price equal
to 85% of the fair market value of the common stock at the end
of the participation period.
Employee Stock Plans Dell has the following
four employee stock plans (collectively referred to as the
Stock Plans) under which options, restricted stock,
and restricted stock units were outstanding at August 3,
2007:
|
|
|
The Dell Computer Corporation 1989 Stock Option Plan (the
1989 Option Plan)
|
|
|
The Dell Computer Corporation Incentive Plan (the 1994
Incentive Plan)
|
|
|
The Dell Computer Corporation 1998 Broad-Based Stock Option Plan
(the 1998 Broad-Based Plan)
|
|
|
The Dell Computer Corporation 2002 Long-Term Incentive Plan (the
2002 Incentive Plan)
|
The Stock Plans are administered by the Leadership Development
and Compensation Committee of Dells Board of Directors.
The 1989 Option Plan, the 1994 Incentive Plan, and the 1998
Broad-Based Plan have been terminated (except for options
previously granted under those plans that are still
outstanding). Consequently, awards are currently only being
granted under the 2002 Incentive Plan.
The 2002 Incentive Plan provides for the granting of stock-based
incentive awards to Dells employees, non-employee
directors, and certain consultants and advisors to Dell. Awards
may be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code, nonqualified
stock options, restricted stock, or restricted stock units.
Stock-Based Compensation Effective
February 4, 2006, Dell adopted the fair value recognition
provisions of SFAS No. 123 (revised 2004),
Share-Based Payment (SFAS 123(R)), using
the modified prospective transition method which does not
require revising the presentation in the prior periods for
stock-based compensation. Under this transition method,
stock-based compensation expense for the first quarters of
Fiscal 2008 and Fiscal 2007 includes compensation expense for
all stock-based compensation awards granted prior to, but not
yet vested at February 4, 2006, based on the grant-date
fair value estimated in accordance with the original provisions
of SFAS 123, Accounting for Stock-Based Compensation
(SFAS 123). Stock-based compensation
expense for all stock-based compensation awards granted after
February 3, 2006 is based on the grant-date fair value
estimated in accordance with the provisions of SFAS 123(R).
Dell recognizes this compensation expense net of an estimated
forfeiture rate over the requisite service period of the award,
which has generally been the vesting term of three-to-five years
for stock options and three-to-seven years for restricted stock
awards. During the three and six month periods ended
August 3, 2007, grants of stock options and restricted
stock unit awards generally had three-year vesting periods.
Temporary Suspension of Option Exercises, Vesting of
Restricted Stock Units, and ESPP Purchases As a
result of Dells inability to timely file its Annual Report
on
Form 10-K
for Fiscal 2007, Dell suspended the exercise of employee stock
options, the vesting of restricted stock units, and the purchase
of shares under the ESPP. Dell expects to resume the exercise of
employee stock options by employees, the vesting of restricted
stock units, and the purchase of shares under the ESPP when it
is again current in its reporting obligations under the
Securities Exchange Act of 1934.
8
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Dell agreed to pay cash to certain current and former employees
who held in-the-money stock options (options that have an
exercise price less than the current stock market price) that
expired during the period of unexercisability. Within
45 days after Dell files its Annual Report on
Form 10-K
for Fiscal 2007, Dell will make payments relating to
in-the-money stock options that expired in the second and third
quarters of Fiscal 2008, which are expected to total
approximately $113 million, of which $102 million has
been expensed as compensation in the second quarter of Fiscal
2008 ($16 million is included in cost of net revenue and
$86 million in operating expenses). The remaining
$11 million will be expensed in the third quarter of Fiscal
2008. Dell will not continue to pay cash for expired
in-the-money stock options once the options again become
exercisable.
General
Information
Expense
Information under SFAS 123(R)
For the three and six month periods ended August 3, 2007
and August 4, 2006, stock-based compensation expense, net
of income taxes, was allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in
millions)
|
|
|
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of net revenue
|
|
$
|
30
|
|
|
$
|
18
|
|
|
$
|
44
|
|
|
$
|
36
|
|
Operating expenses
|
|
|
174
|
|
|
|
86
|
|
|
|
257
|
|
|
|
181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense before taxes
|
|
|
204
|
|
|
|
104
|
|
|
|
301
|
|
|
|
217
|
|
Income tax benefit
|
|
|
(57
|
)
|
|
|
(31
|
)
|
|
|
(85
|
)
|
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
$
|
147
|
|
|
$
|
73
|
|
|
$
|
216
|
|
|
$
|
152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense in the table above includes
$102 million of expected payments for expiring stock
options previously discussed. Stock-based compensation expense
recognized for the second quarter and first six months of Fiscal
2008 and Fiscal 2007 is based on awards expected to vest,
reduced for estimated forfeitures. SFAS 123(R) requires
forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ
from those estimates.
Valuation
Information
SFAS 123(R) requires the use of a valuation model to
calculate the fair value of stock option awards. Dell has
elected to use the Black-Scholes option pricing model, which
incorporates various assumptions including volatility, expected
term, and risk-free interest rates. The volatility is based on a
blend of implied and historical volatility of Dells common
stock over the most recent period commensurate with the
estimated expected term of Dells stock options. Dell uses
this blend of implied and historical volatility, as well as
other economic data, because management believes such volatility
is more representative of prospective trends. The expected term
of an award is based on historical experience and on the terms
and conditions of the stock awards granted to employees. The
dividend yield of zero is based on the fact that Dell has never
paid cash dividends and has no present intention to pay cash
dividends.
9
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The weighted-average fair value of stock options was determined
utilizing the assumptions in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
Expected term
|
|
|
3.4 years
|
|
|
|
3.2 years
|
|
|
|
3.5 years
|
|
|
|
3.2 years
|
|
Risk-free interest rate (U.S. Government Treasury Note)
|
|
|
4.7
|
%
|
|
|
5.0
|
%
|
|
|
4.6
|
%
|
|
|
4.8
|
%
|
Volatility
|
|
|
25
|
%
|
|
|
27
|
%
|
|
|
25
|
%
|
|
|
27
|
%
|
Dividends
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Stock Option Activity The following table
summarizes stock option activity for the Stock Plans during the
six-month period ended August 3, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
Number
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Options
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
|
|
(in
millions)
|
|
|
(per
share)
|
|
|
(in
years)
|
|
|
(in
millions)
|
|
|
Options outstanding February 2, 2007
|
|
|
314
|
|
|
$
|
32.16
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
8
|
|
|
|
23.38
|
|
|
|
|
|
|
|
|
|
Exercised (prior to April 4 suspension date)
|
|
|
(2
|
)
|
|
|
9.63
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(3
|
)
|
|
|
27.26
|
|
|
|
|
|
|
|
|
|
Cancelled/expired
|
|
|
(33
|
)
|
|
|
30.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding August 3, 2007
|
|
|
284
|
|
|
$
|
32.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest (net of estimated
forfeitures) August 3,
2007(a)
|
|
|
276
|
|
|
$
|
32.52
|
|
|
|
4.3
|
|
|
$
|
316
|
|
Exercisable August 3,
2007(a)
|
|
|
259
|
|
|
$
|
32.95
|
|
|
|
4.6
|
|
|
$
|
281
|
|
|
|
|
(a)
|
|
For options vested and expected to
vest and options exercisable, the aggregate intrinsic value in
the table above represents the total pre-tax intrinsic value
(the difference between Dells closing stock price on
August 3, 2007 and the exercise price, multiplied by the
number of in-the-money options) that would have been received by
the option holders had the holders exercised their options on
August 3, 2007. The intrinsic value changes based on
changes in the fair market value of Dells common stock.
|
Other information pertaining to stock options for the three and
six month periods ended August 3, 2007 and August 4,
2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in millions,
except per option data)
|
|
|
Weighted-average grant date fair value of stock options granted
per option
|
|
$
|
6.64
|
|
|
$
|
6.46
|
|
|
$
|
6.02
|
|
|
$
|
7.24
|
|
Total intrinsic value of options
exercised(a)
|
|
$
|
|
|
|
$
|
61
|
|
|
$
|
27
|
|
|
$
|
134
|
|
|
|
|
(a)
|
|
The total intrinsic value of
options exercised represents the total pre-tax intrinsic value
(the difference between the stock price at exercise and the
exercise price, multiplied by the number of options exercised)
that was received by the option holders who exercised their
options during the six-month period ended August 3, 2007.
|
At August 3, 2007, $109 million of total unrecognized
stock-based compensation expense, net of estimated forfeitures,
related to stock options is expected to be recognized over a
weighted-average period of approximately 2.1 years.
10
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Non-vested Restricted Stock Activity
Non-vested restricted stock awards at August 3, 2007 and
activities during the six-month period ended August 3, 2007
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
Number
|
|
|
Average
|
|
|
|
of
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair
Value
|
|
|
|
(in
millions)
|
|
|
(per
share)
|
|
|
Non-vested restricted stock February 2, 2007
|
|
|
17
|
|
|
$
|
28.76
|
|
Granted
|
|
|
23
|
|
|
|
22.35
|
|
Vested
|
|
|
(3
|
)
|
|
|
29.46
|
|
Forfeited
|
|
|
(2
|
)
|
|
|
26.30
|
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock August 3, 2007
|
|
|
35
|
|
|
$
|
24.75
|
|
|
|
|
|
|
|
|
|
|
For the three and six month periods ended August 3, 2007,
the weighted-average fair value of restricted stock awards
granted during the period was $19.43 and $22.35 per share,
respectively. For the three and six month periods ended
August 4, 2006, the weighted-average grant-date fair value
of restricted stock awards granted during the period was $25.91
and $29.12 per share, respectively. At August 3, 2007,
$690 million of unrecognized stock-based compensation
expense, net of estimated forfeitures, related to non-vested
restricted stock awards is expected to be recognized over a
weighted-average period of approximately 2.0 years.
|
|
NOTE 6
|
Financial
Services
|
Joint Venture
Agreement
Dell offers various customer financial services for its business
and consumer customers in the U.S. through DFS, a joint
venture with CIT. Loan and lease financing through DFS is one of
many sources of financing that Dells customers may select.
Dell recognized revenue from the sale of products financed
through DFS of $1.3 billion and $1.5 billion during
the three month periods ended August 3, 2007 and
August 4, 2006, respectively, and $2.7 billion and
$3.0 billion for the six month periods ended August 3,
2007 and August 4, 2006, respectively.
On September 8, 2004, Dell and CIT executed an agreement
that extended the term of the joint venture to January 29,
2010, and modified certain terms of the relationship. In
accordance with the extension agreement, net income and losses
generated by DFS are currently allocated 70% to Dell and 30% to
CIT. At August 3, 2007, and February 2, 2007,
CITs equity ownership in the net assets of DFS was
$44 million and $33 million, respectively, which is
recorded as minority interest and included in other non-current
liabilities.
The extension agreement provides Dell with the option to
purchase CITs 30% interest in DFS in February 2008, for a
purchase price ranging from approximately $100 million to
$345 million. Dell currently expects that the purchase
price will likely be towards the upper end of that range. If
Dell does not exercise this purchase option, Dell is obligated
to purchase CITs 30% interest upon the occurrence of
certain termination events, or upon the expiration of the joint
venture on January 29, 2010.
Dell is dependent upon DFS to facilitate financing for a
significant number of customers who elect to finance products
sold by Dell. Dell also purchases loan and lease receivables
facilitated by DFS on substantially the same terms and
conditions as CIT. Dells purchase of these assets allows
Dell to retain a greater portion of the assets future
earnings. The percentage of transactions that Dell will purchase
under the extension agreement is expected to be approximately
50% in Fiscal 2008.
11
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
DFS is a full service financial services entity; key activities
include the origination, collection, and servicing of financing
receivables related to the purchase of Dell products. While DFS
services CIT funded receivables, Dells obligation related
to the performance of these receivables is limited to the cash
funded reserves established at the time of funding.
Financing
Receivables
The following table summarizes the components of Dells
financing receivables, net of the allowance for estimated
uncollectible amounts:
|
|
|
|
|
|
|
|
|
|
|
August 3,
|
|
|
February 2,
|
|
|
|
2007
|
|
|
2007
|
|
|
|
(in
millions)
|
|
|
Financing receivables, net:
|
|
|
|
|
|
|
|
|
Customer receivables:
|
|
|
|
|
|
|
|
|
Revolving loans, net
|
|
$
|
787
|
|
|
$
|
771
|
|
Leases and loans, net
|
|
|
654
|
|
|
|
627
|
|
|
|
|
|
|
|
|
|
|
Customer receivables, net
|
|
|
1,441
|
|
|
|
1,398
|
|
Residual interests
|
|
|
294
|
|
|
|
296
|
|
Retained interest
|
|
|
171
|
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
Financing receivables, net
|
|
$
|
1,906
|
|
|
$
|
1,853
|
|
|
|
|
|
|
|
|
|
|
Short-term
|
|
$
|
1,531
|
|
|
$
|
1,530
|
|
Long-term
|
|
|
375
|
|
|
|
323
|
|
|
|
|
|
|
|
|
|
|
Financing receivables, net
|
|
$
|
1,906
|
|
|
$
|
1,853
|
|
|
|
|
|
|
|
|
|
|
Financing receivables primarily consist of revolving loans and
fixed-term leases and loans resulting from the sale of Dell
products. If customers desire revolving or term loan financing,
Dell sells equipment directly to customers who, in turn, enter
into agreements to finance their purchases. For customers who
desire lease financing, Dell sells the equipment to DFS, and DFS
enters into direct financing lease arrangements with the
customers.
|
|
|
Customer receivables are presented net of an allowance for
uncollectible accounts. The allowance is based on factors
including historical trends and the composition and credit
quality of the customer receivables. The composition and credit
quality varies from investment grade commercial customers to
subprime consumers. Customer receivables are charged to the
allowance at the earlier of when an account is deemed to be
uncollectible or when the account is 180 days delinquent.
Recoveries on customer receivables previously charged off as
uncollectible are adjusted to the allowance for uncollectible
accounts. The following is a description of the components of
financing receivables:
|
|
|
|
|
-
|
Revolving loans offered under private label credit financing
programs provide qualified customers with a revolving credit
line for the purchase of products and services offered by Dell.
From time to time, account holders may have the opportunity to
finance their Dell purchases with special programs during which,
if the outstanding balance is paid in full, no interest is
charged. These special programs generally range from 3 to
18 months and have an average original term of
approximately 13 months. Revolving loans bear interest at a
variable annual percentage rate that is tied to the prime rate.
|
|
|
-
|
Leases with business customers generally have fixed terms of two
to three years. Future maturities of minimum lease payments at
August 3, 2007 are as follows: 2008: $68 million;
2009: $83 million; 2010: $51 million; 2011:
$12 million; and 2012: $2 million. Fixed-term loans
are also offered to qualified small businesses for the purchase
of products sold by Dell.
|
12
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
|
|
|
Dell retains a residual interest in the leased equipment. The
amount of the residual interest is established at the inception
of the lease based upon estimates of the value of the equipment
at the end of the lease term using historical studies, industry
data, and future
value-at-risk
demand valuation methods. On a periodic basis, Dell assesses the
carrying amount of its recorded residual values for impairment.
Anticipated declines in specific future residual values that are
considered to be other-than-temporary are recorded in current
earnings.
|
|
|
Retained interests represent the residual beneficial interest
Dell retains in certain pools of securitized finance
receivables. Retained interests are stated at the present value
of the estimated net beneficial cash flows after payment of all
senior interests. In estimating the value of retained interests,
Dell makes a variety of financial assumptions, including pool
credit losses, payment rates, and discount rates. These
assumptions are supported by both Dells historical
experience and anticipated trends relative to the particular
receivable pool. Dell reviews its investments in retained
interests periodically for impairment, based on estimated fair
value. Any resulting losses representing the excess of carrying
value over estimated fair value that are other-than-temporary
are recorded in earnings. Upon the adoption of SFAS 155 in
the first quarter of Fiscal 2008, Dell began recording
unrealized gains or losses in its Condensed Consolidated
Statements of Income.
|
Asset
Securitization
During the first six months of Fiscal 2008 and Fiscal 2007, Dell
sold $557 million and $514 million, respectively, of
fixed-term leases and loans and revolving loans to
unconsolidated qualifying special purpose entities. The
qualifying special purpose entities are bankruptcy remote legal
entities with assets and liabilities separate from those of
Dell. The sole purpose of the qualifying special purpose
entities is to facilitate the funding of finance receivables in
the capital markets. Dell determines the amount of receivables
to securitize based on its funding requirements in conjunction
with specific selection criteria designed for the transaction.
The qualifying special purpose entities have entered into
financing arrangements with three multi-seller conduits that, in
turn, issue asset-backed debt securities in the capital markets.
Transfers of financing receivables are recorded in accordance
with the provisions of SFAS 140.
Dell retains the right to receive collections on securitized
receivables in excess of amounts needed to pay interest and
principal as well as other required fees. Upon the sale of the
financing receivables, Dell records the present value of the
excess cash flows as a retained interest, which typically
results in a gain that ranges from 2% to 4% of the customer
receivables sold. Dell services the securitized contracts and
earns a servicing fee. Dells securitization transactions
generally do not result in servicing assets and liabilities, as
the contractual fees are adequate compensation in relation to
the associated servicing cost.
Dells securitization program contains structural features
that could prevent further funding if the credit losses or
delinquencies on the pool of sold receivables exceed specified
levels. These structural features are within normal industry
practice and are similar to comparable securitization programs
in the marketplace. Dell does not currently expect that any of
these features will have a material adverse impact on its
ability to securitize financing receivables.
13
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
|
|
NOTE 7
|
Warranty
Liability and Related Deferred Revenue
|
Revenue from extended warranty and service contracts, for which
Dell is obligated to perform, is recorded as deferred revenue
and subsequently recognized over the term of the contract or
when the service is completed. Dell records warranty liabilities
at the time of sale for the estimated costs that may be incurred
under its limited warranty. Changes in Dells deferred
revenue for extended warranties and warranty liability for
standard warranties, which are included in other current and
non-current liabilities on Dells Condensed Consolidated
Statements of Financial Position, are presented in the following
tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in
millions)
|
|
|
Deferred revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue at beginning of period
|
|
$
|
4,408
|
|
|
$
|
3,907
|
|
|
$
|
4,221
|
|
|
$
|
3,707
|
|
Revenue deferred for new extended warranty and service contracts
sold(a)
|
|
|
923
|
|
|
|
814
|
|
|
|
1,747
|
|
|
|
1,573
|
|
Revenue
recognized(a)
|
|
|
(669
|
)
|
|
|
(697
|
)
|
|
|
(1,306
|
)
|
|
|
(1,256
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue at end of period
|
|
$
|
4,662
|
|
|
$
|
4,024
|
|
|
$
|
4,662
|
|
|
$
|
4,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
$
|
2,041
|
|
|
$
|
2,055
|
|
|
$
|
2,041
|
|
|
$
|
2,055
|
|
Non-current portion
|
|
|
2,621
|
|
|
|
1,969
|
|
|
|
2,621
|
|
|
|
1,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue at end of period
|
|
$
|
4,662
|
|
|
$
|
4,024
|
|
|
$
|
4,662
|
|
|
$
|
4,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in
millions)
|
|
|
Warranty liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warranty liability at beginning of period
|
|
$
|
889
|
|
|
$
|
909
|
|
|
$
|
958
|
|
|
$
|
951
|
|
Costs accrued for new warranty contracts and changes in
estimates for pre-existing
warranties(b)
|
|
|
308
|
|
|
|
330
|
|
|
|
560
|
|
|
|
575
|
|
Service obligations
honored(a)
|
|
|
(283
|
)
|
|
|
(310
|
)
|
|
|
(604
|
)
|
|
|
(597
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warranty liability at end of period
|
|
$
|
914
|
|
|
$
|
929
|
|
|
$
|
914
|
|
|
$
|
929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
$
|
643
|
|
|
$
|
665
|
|
|
$
|
643
|
|
|
$
|
665
|
|
Non-current portion
|
|
|
271
|
|
|
|
264
|
|
|
|
271
|
|
|
|
264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warranty liability at end of period
|
|
$
|
914
|
|
|
$
|
929
|
|
|
$
|
914
|
|
|
$
|
929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Prior period amounts have been
changed to reflect the current year presentation of service
obligations honored. There is no impact to the Condensed
Consolidated Statements of Financial Position or Condensed
Consolidated Statements of Income as a result of this change.
|
|
(b)
|
|
Changes in cost estimates related
to pre-existing warranties are aggregated with accruals for new
warranty contracts. Dells warranty liability process does
not differentiate between estimates made for pre-existing
warranties and new warranty obligations.
|
On August 14, 2006, Dell announced a voluntary recall of
approximately 4.2 million Dell-branded lithium-ion
batteries with cells manufactured by a supplier. From
April 1, 2004 through July 18, 2006, Dell sold or
provided these batteries individually or as part of a service
replacement with notebook computers. This recall has not had a
material impact on Dells results of operations, financial
position, or cash flows, as Dell was indemnified by the
manufacturer of these batteries.
14
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
|
|
NOTE 8
|
Commitments and
Contingencies
|
DFS Purchase Commitment Pursuant to the joint
venture agreement between Dell and CIT, Dell has an obligation
to purchase CITs 30% interest in DFS at the expiration of
the joint venture on January 29, 2010, for a purchase price
ranging from approximately $100 million to
$345 million. Dell currently expects that the purchase
price will likely be towards the upper end of the range. See
Note 6 of Notes to Condensed Consolidated Financial
Statements for further discussion of the DFS purchase commitment.
Restricted Cash Pursuant to an agreement
between DFS and CIT, Dell is required to maintain escrow cash
accounts that are held as recourse reserves for credit losses,
performance fee deposits related to Dells private label
credit card, and deferred servicing revenue. Restricted cash
specific to the consolidation of DFS in the amount of
$357 million and $416 million is included in other
current assets on Dells Consolidated Statements of
Financial Position at August 3, 2007 and February 2,
2007, respectively.
Legal Matters Dell is involved in various
claims, suits, investigations, and legal proceedings that arise
from time to time in the ordinary course of its business. As
required by SFAS No. 5, Accounting for
Contingencies (SFAS 5), Dell accrues a
liability when it believes that it is both probable that a
liability has been incurred and that it can reasonably estimate
the amount of the loss. The following is a discussion of
Dells significant legal matters.
|
|
|
Investigations and Related Litigation In
August 2005, the SEC initiated an inquiry into certain of
Dells accounting and financial reporting matters and
requested that Dell provide certain documents. The SEC expanded
that inquiry in June 2006 and entered a formal order of
investigation in October 2006. The SECs requests for
information were joined by a similar request from the United
States Attorney for the Southern District of New York
(SDNY), who subpoenaed documents related to
Dells financial reporting from and after Fiscal 2002. In
August 2006, because of potential issues identified in the
course of responding to the SECs requests for information,
Dells Audit Committee, on the recommendation of management
and in consultation with PricewaterhouseCoopers LLP, Dells
independent registered public accounting firm, initiated an
independent investigation, which was recently completed.
Although the Audit Committee investigation has been completed,
the investigations being conducted by the SEC and the SDNY are
ongoing. Dell continues to cooperate with the SEC and the SDNY.
|
Dell and several of its current and former directors and
officers are parties to securities, Employee Retirement Income
Security Act of 1974 (ERISA), and shareholder
derivative lawsuits all arising out of the same events and
facts. Four putative securities class actions that were filed in
the Western District of Texas, Austin Division, against Dell and
certain of its current and former officers have been
consolidated, as In re Dell Inc. Securities Litigation,
and a lead plaintiff has been appointed by the court. The lead
plaintiff has asserted claims under sections 10(b), 20(a),
and 20A of the Securities Exchange Act of 1934 based on alleged
false and misleading disclosures or omissions regarding
Dells financial statements, governmental investigations,
known battery problems, business model, and insiders sales
of its securities. This action also includes Dells
independent registered public accounting firm,
PricewaterhouseCoopers LLP, as a defendant. Four other putative
class actions that were also filed in the Western District by
purported participants in the Dell Inc. 401(k) Plan have been
consolidated, as In re Dell Inc. ERISA Litigation, and
lead plaintiffs have been appointed by the court. The lead
plaintiffs have asserted claims under ERISA based on allegations
that Dell, certain current officers, and certain current and
former directors imprudently invested and managed
participants funds and failed to disclose information
regarding its stock held in the 401(k) Plan. In addition, seven
shareholder derivative lawsuits that were filed in three
separate jurisdictions (the Western District of Texas, Austin
Division; the Delaware Chancery Court; and the state district
court in Travis County, Texas) have been consolidated into three
actions, one in each of the respective jurisdictions, as In
re Dell Inc. Derivative Litigation, and name various current
and former officers and directors as defendants and Dell as a
nominal defendant. On
15
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
October 8, 2007, the shareholder derivative lawsuit filed
in the Western District of Texas was dismissed without prejudice
by the court. The Travis County, Texas action has been
transferred to the state district court in Williamson County,
Texas. The shareholder derivative lawsuits assert claims
derivatively on behalf of Dell under state law, including
breaches of fiduciary duties. Finally, one purported shareholder
has filed an action against Dell in Delaware Chancery Court
under Section 220 of the Delaware General Corporation Law,
Baltimore County Employees Retirement System v.
Dell Inc., seeking inspection of certain of Dells
books and records related to the internal investigation and
government investigations. Dell intends to defend all of these
lawsuits vigorously.
|
|
|
Copyright Levies Proceedings against the IT
industry in Germany seek to impose levies on equipment, such as
personal computers, multifunction devices, and printers that
facilitate making private copies of copyrighted materials. The
total levies due, if imposed, would be based on the number of
products sold and the per-product amounts of the levies, which
vary. Dell, along with other companies and various industry
associations are opposing these levies and instead are
advocating compensation to rights holders through digital rights
management systems.
|
There are currently three levy cases involving other equipment
manufacturers pending before the German Federal Supreme Court.
Adverse decisions in these cases could ultimately impact Dell.
The cases involve personal computers, printers, and
multifunctional devices. The equipment manufacturers in these
cases recently lost in the lower courts and have appealed. The
amount allowed by the lower courts with respect to PCs is
12 per personal computer sold for reprographic copying
capabilities. The amounts claimed with respect to printers and
multifunctional devices depend on speed and color and vary
between 10 and 300 for printers and between 38
and 600 for multifunctional devices. On December 29,
2005, Zentralstelle Für private Überspielungrechte
(ZPÜ), a joint association of various German
collection societies, instituted arbitration proceedings against
Dells German subsidiary before the Arbitration Body in
Munich. ZPÜ claims a levy of 18.4 per PC that Dell
sold in Germany from January 1, 2002 through
December 31, 2005. On July 31, 2007, the Arbitration
Body recommended a levy of 15 on each PC sold during that
period, for audio and visual copying capabilities. Dell and
ZPÜ rejected the recommendation and Dell expects that the
matter will proceed to court. Dell will continue to defend this
claim vigorously.
|
|
|
Lucent v. Dell In February 2003, Lucent
Technologies, Inc. filed a lawsuit against Dell in the United
States District Court for Delaware, and the lawsuit was
subsequently transferred to the United States District Court for
the Southern District of California. The lawsuit alleges that
Dell infringed 12 patents owned by Lucent and seeks monetary
damages and injunctive relief. In April 2003, Microsoft
Corporation filed a declaratory judgment action against Lucent
in the United States District Court for the Southern District of
California, asserting that Microsoft products do not infringe
patents held by Lucent, including 10 of the 12 patents at issue
in the lawsuit involving Dell and Microsoft. These actions were
consolidated for discovery purposes with a previous suit that
Lucent filed against Gateway, Inc. In September 2005, the court
granted a summary judgment of invalidity with respect to one of
the Lucent patents asserted against Dell. In addition, in
decisions made through May 2007, the court granted summary
judgment of non-infringement with respect to five more of the
Lucent patents asserted against Dell. The court has ordered
invalidity briefing with regard to other patents at issue in
view of the April 30, 2007, U.S. Supreme Court
decision in KSR v. Teleflex. Fact and expert
discovery has closed, and the three actions have been
consolidated. Trial is scheduled to begin in February 2008. Dell
is defending these claims vigorously. Separately, Dell has filed
a lawsuit against Lucent in the United States District Court for
the Eastern District of Texas, alleging that Lucent infringes
two patents owned by Dell and seeking monetary damages and
injunctive relief. That litigation is pending and discovery is
proceeding.
|
16
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
|
|
|
Sales Tax Claims Several state and local
taxing jurisdictions have asserted claims against Dell Catalog
Sales L.P. (DCSLP), an indirect wholly-owned
subsidiary of Dell, alleging that DCSLP had an obligation to
collect tax on sales made into those jurisdictions because of
its alleged nexus, or physical presence, in those jurisdictions.
During the first and second quarter of Fiscal 2008, Dell settled
suits filed by the State of Louisiana and the Secretary of the
Louisiana Department of Revenue and Taxation in the
19th Judicial District Court of the State of Louisiana, and
by two Louisiana parishes, Orleans Parish and Jefferson Parish,
in the State of Louisiana 24th Judicial District Court.
Dell also settled similar claims made by a number of other
Louisiana parishes and by the State of Massachusetts. These
settlement amounts did not have a material adverse effect on
Dells financial condition, results of operations, or cash
flows. While there are ongoing claims by certain other state and
local taxing authorities, DCSLP disputes the allegation that it
had nexus in any of these other jurisdictions during the periods
in issue, and is defending the claims vigorously. Dell does not
expect that the outcome of these other claims, individually or
collectively, will have a material adverse effect on its
financial condition, results of operations, or cash flows.
|
|
|
Income Tax Dell is currently under audit in
various jurisdictions, including the United States. The tax
periods open to examination by the major taxing jurisdictions to
which Dell is subject include Fiscal 1999 through Fiscal 2007.
Dell does not anticipate a significant change to the total
amount of unrecognized benefits within the next 12 months.
|
Dell is involved in various other claims, suits, investigations,
and legal proceedings that arise from time to time in the
ordinary course of its business. Although Dell does not expect
that the outcome in any of these other legal proceedings,
individually or collectively, will have a material adverse
effect on its financial condition or results of operations,
litigation is inherently unpredictable. Therefore, Dell could
incur judgments or enter into settlements of claims that could
adversely affect its operating results or cash flows in a
particular period.
|
|
NOTE 9
|
Segment
Information
|
Dell conducts operations worldwide and is managed in three
geographic regions: the Americas; Europe, Middle East, and
Africa (EMEA); and Asia Pacific-Japan
(APJ). The Americas region, which is based in Round
Rock, Texas, covers the U.S., Canada, and Latin America. Within
the Americas, Dell is further segmented into Business and
U.S. Consumer. The Americas Business (Business)
segment includes sales to corporate, government, healthcare,
education, and small and medium business customers, while the
U.S. Consumer segment includes sales primarily to
individual consumers. The EMEA segment, based in Bracknell,
England, covers Europe, the Middle East, and Africa. The APJ
region, based in Singapore, covers the Asian countries of the
Pacific Rim as well as Australia, New Zealand, and India.
Corporate expenses are included in Dells measure of
segment operating income for management reporting purposes;
however, with the adoption of SFAS 123(R), beginning in
Fiscal 2007 stock-based compensation expense is not allocated to
Dells reportable segments. The following table presents
net revenue by Dells reportable segments as well as a
reconciliation of consolidated segment operating
17
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
income to Dells consolidated operating income for the
three and six month periods ended August 3, 2007 and
August 4, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(in
millions)
|
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
$
|
7,914
|
|
|
$
|
7,502
|
|
|
$
|
15,426
|
|
|
$
|
14,612
|
|
U.S. Consumer
|
|
|
1,301
|
|
|
|
1,787
|
|
|
|
2,736
|
|
|
|
3,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
9,215
|
|
|
|
9,289
|
|
|
|
18,162
|
|
|
|
18,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
3,488
|
|
|
|
3,049
|
|
|
|
7,253
|
|
|
|
6,451
|
|
APJ
|
|
|
2,073
|
|
|
|
1,873
|
|
|
|
4,083
|
|
|
|
3,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
14,776
|
|
|
$
|
14,211
|
|
|
$
|
29,498
|
|
|
$
|
28,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
$
|
755
|
|
|
$
|
546
|
|
|
$
|
1,406
|
|
|
$
|
1,219
|
|
U.S. Consumer
|
|
|
(9
|
)
|
|
|
15
|
|
|
|
2
|
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
746
|
|
|
|
561
|
|
|
|
1,408
|
|
|
|
1,287
|
|
EMEA
|
|
|
206
|
|
|
|
5
|
|
|
|
484
|
|
|
|
202
|
|
APJ
|
|
|
154
|
|
|
|
82
|
|
|
|
244
|
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated segment operating income
|
|
|
1,106
|
|
|
|
648
|
|
|
|
2,136
|
|
|
|
1,726
|
|
Stock-based compensation expense
|
|
|
(204
|
)
|
|
|
(104
|
)
|
|
|
(301
|
)
|
|
|
(217
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
$
|
902
|
|
|
$
|
544
|
|
|
$
|
1,835
|
|
|
$
|
1,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
Paper
On June 1, 2006, Dell implemented a $1.0 billion
commercial paper program with a supporting $1.0 billion
senior unsecured revolving credit facility. This program allows
Dell to obtain favorable short-term borrowing rates. Dell pays
facility commitment and letter of credit participation fees at
rates based upon Dells credit rating. Unless extended,
this facility expires on June 1, 2011, at which time any
outstanding amounts under the facility will be due and payable.
The facility requires compliance with conditions that must be
satisfied prior to any borrowing, as well as ongoing compliance
with specified affirmative and negative covenants, including
maintenance of a minimum interest coverage ratio. Amounts
outstanding under the facility may be accelerated for typical
defaults, including failure to pay principal or interest,
breaches of covenants, non-payment of judgments or debt
obligation in excess of $200 million, occurrence of a
change of control, and certain bankruptcy events.
At August 3, 2007, $60 million was outstanding under
the commercial paper program and due within 90 days. The
weighted-average interest rate on these outstanding short-term
borrowings was 5.3%. There were no outstanding advances under
the commercial paper program at October 26, 2007. Dell uses
the proceeds of the program and facility for general corporate
purposes, including funding DFS growth.
18
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
DFS Credit
Facilities
DFS maintains credit facilities with CIT that provide a maximum
capacity of $750 million to fund leased equipment. These
borrowings are secured by DFS assets and contain certain
customary restrictive covenants. Interest on the outstanding
loans is paid quarterly and calculated based on an average of
the two- and three-year U.S. Treasury Notes plus 4.45%. DFS
is required to make quarterly principal payments if the value of
the leased equipment securing the loans is less than the
outstanding principal balance. At August 3, 2007 and
February 2, 2007, outstanding advances from CIT totaled
$118 million and $122 million, respectively, of which
$65 million and $87 million, respectively, is included
in short-term borrowings and $53 million and
$35 million, respectively, is included in long-term debt on
Dells Condensed Consolidated Statements of Financial
Position. The credit facilities expire on the earlier of
(i) the dissolution of DFS; (ii) the purchase of
CITs ownership interest in DFS; or (iii) the
acceleration of the maturity of the debt by CIT arising from a
default.
Long-Term Debt
and Interest Rate Risk Management
In April 1998, Dell issued $200 million 6.55% fixed rate
senior notes with the principal balance due April 15, 2008
(the Senior Notes) and $300 million 7.10% fixed
rate senior debentures with the principal balance due
April 15, 2028 (the Senior Debentures).
Interest on the Senior Notes and Senior Debentures is paid
semi-annually, on April 15 and October 15. The Senior Notes
and Senior Debentures rank equally and are redeemable, in whole
or in part, at the election of Dell for principal, any accrued
interest, and a redemption premium based on the present value of
interest to be paid over the term of the debt agreements. The
Senior Notes and Senior Debentures generally contain no
restrictive covenants, other than a limitation on liens on
Dells assets and a limitation on sale-leaseback
transactions involving Dell property.
Dells inability to timely file its periodic reports with
the SEC constituted a technical breach of the covenants to which
the Senior Notes and the Senior Debentures are subject. Those
covenants specify that a Notice of Default must be
issued, and Dell must have failed to cure the deficiency within
90 days of the notice, before the debt is callable by the
holders. Because Dell has not received a Notice of
Default, Dell is not in default of these debt covenants;
therefore, the Senior Notes are classified as current
liabilities and the Senior Debentures are classified as
long-term liabilities at August 3, 2007. With the filing of
its past due periodic reports with the SEC, Dell is no longer in
breach of the covenants.
Concurrent with the issuance of the Senior Notes and Senior
Debentures, Dell entered into interest rate swap agreements
converting Dells interest rate exposure from a fixed rate
to a floating rate basis to better align the associated interest
rate characteristics to its cash and investments portfolio. The
interest rate swap agreements have an aggregate notional amount
of $200 million maturing April 15, 2008 and
$300 million maturing April 15, 2028. The floating
rates are based on three-month London Interbank Offered Rates
plus 0.4% and 0.8% for the Senior Notes and Senior Debentures,
respectively. As a result of the interest rate swap agreements,
Dells effective interest rates for the Senior Notes and
Senior Debentures were 5.9% and 6.3%, respectively, for the
second quarter of Fiscal 2008, and 6.0% and 6.3%, respectively,
for the first six months of Fiscal 2008.
The interest rate swap agreements are designated as fair value
hedges. Although the Senior Notes and Senior Debentures allow
for settlement before their stated maturity, such settlement
would always be at an amount greater than the fair value of the
Senior Notes and Senior Debentures. Accordingly, the Senior
Notes and Senior Debentures are not considered to be pre-payable
as defined by SFAS 133 and related interpretations. The
changes in the fair value of the interest rate swaps are
assessed in accordance with SFAS 133.
19
DELL INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Dell adopted FIN 48 on February 3,
2007. FIN 48 clarifies the accounting and reporting
for uncertainties in income tax law. This Interpretation
establishes a single model to address accounting for uncertain
tax positions. FIN 48 clarifies the accounting for income
taxes by prescribing the minimum recognition threshold a tax
position is required to meet before being recognized in the
financial statements. FIN 48 also provides guidance on
derecognition, measurement classification, interest and
penalties, accounting in interim periods, disclosure, and
transition.
The cumulative effect of adopting FIN 48 was a
$62 million increase in tax liabilities and a corresponding
decrease to the February 2, 2007 stockholders equity
balance of which $59 million related to retained earnings
and $3 million related to additional paid in capital. Upon
adoption, the unrecognized tax benefits totaled approximately
$1.2 billion at February 2, 2007, including interest
and penalties. This amount has been reduced by $69 million
of related tax benefits for deductions associated with estimated
transfer pricing and state income taxes. The net amount of
$1.1 billion, if recognized, would favorably affect
Dells effective tax rate. In addition, consistent with the
provisions of FIN 48, Dell changed the classification of
$1.1 billion of income tax liabilities from current to
non-current liabilities because payment of cash is not
anticipated within one year of the balance sheet date. These
non-current income tax liabilities are recorded in other
non-current liabilities in the Consolidated Statements of
Financial Position.
Interest and penalties related to income tax liabilities are
included in income tax expense. The balance of accrued interest
and penalties recorded in the Condensed Consolidated Statements
of Financial Position at February 2, 2007 was
$173 million.
|
|
NOTE 12
|
Redeemable Common
Stock
|
Dell inadvertently failed to register with the SEC the sale of
some shares under certain employee benefit plans. As a result,
certain purchasers of common stock pursuant to those plans may
have the right to rescind their purchases for an amount equal to
the purchase price paid for the shares, plus interest from the
date of purchase. At August 3, 2007, and February 2,
2007, Dell has classified approximately 5 million shares
($116 million) and 5 million shares
($111 million), respectively, that may be subject to the
rescissionary rights outside stockholders equity, because
the redemption features are not within the control of Dell.
These shares have always been treated as outstanding for
financial reporting purposes.
|
|
NOTE 13
|
Subsequent
Events
|
On August 2, 2007, Dell announced the planned acquisition
of ASAP Software, a leading software solutions and licensing
services provider, and currently a subsidiary of Corporate
Express. The acquisition will strengthen Dells existing
software business by integrating ASAPs complementary
expertise in managing software licensing, purchasing, renewals,
and compliance. The acquisition is anticipated to close during
Dells fourth quarter of Fiscal 2008.
On August 13, 2007, Dell completed its previously announced
acquisition of ZING Systems, Inc., a consumer technology and
services company that focuses on always-connected audio and
entertainment devices. ZING Systems, Inc. will be integrated
into Dells Consumer Product Group and will be used to
continue improving the entertainment experiences provided to
customers.
20
ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SPECIAL NOTE: This section,
Managements Discussion and Analysis of Financial
Condition and Results of Operations, contains
forward-looking statements based on our current expectations.
Actual results in future periods may differ materially from
those expressed or implied by those forward-looking statements
because of a number of risks and uncertainties. For a discussion
of risk factors affecting our business and prospects, see
Part I Item 1A Risk
Factors in our Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007.
All percentage amounts and ratios were calculated using
the underlying data in thousands. Unless otherwise noted, all
references to industry share and total industry growth data are
for personal computers (including desktops, notebooks, and x86
servers), and are based on information provided by IDC Worldwide
Quarterly PC Tracker, September 2007. Share data is for the
calendar quarter and all our growth rates are on a fiscal
year-over-year basis. Unless otherwise noted, all references to
time periods refer to our fiscal periods.
Special Note
The Audit Committee of our Board of Directors recently completed
an independent investigation into certain accounting and
financial reporting matters. As a result of issues identified in
that investigation, as well as issues identified in additional
reviews and procedures conducted by management, the Audit
Committee, in consultation with management and
PricewaterhouseCoopers LLP, our independent registered public
accounting firm, concluded on August 13, 2007 that our
previously issued financial statements for Fiscal 2003, 2004,
2005, and 2006 (including the interim periods within those
years), and the first quarter of Fiscal 2007, should no longer
be relied upon because of certain accounting errors and
irregularities in those financial statements. Accordingly, we
have restated our previously issued financial statements for
those periods. Restated financial information is presented in
our amended Quarterly Report on
Form 10-Q/A
for the first quarter of Fiscal 2007, as well as in our Annual
Report on
Form 10-K
for Fiscal 2007. Those documents also contain a discussion of
the investigation, the accounting errors and irregularities
identified, and the adjustments made as a result of the
restatement.
Overview
Our
Company
As a leading technology company, we offer a broad range of
product categories, including desktop computer systems, mobility
products, servers, storage, software and peripherals, and
services. We are the number one supplier of desktop and notebook
systems in the United States, and the number two supplier
worldwide. Our past performance has been the result of a
persistent focus on delivering directly to our customers
relevant technology and services at the best value.
Our business strategy is evolving. Historically we utilized our
direct customer model and highly efficient manufacturing and
logistics to lower the cost of technology for our customers. We
are now simplifying information technology for our customers
from point of sale to the usability of our products to the
service solutions we sell. Using this strategy, we strive to
provide the best possible customer experience by offering
superior value; high-quality, relevant technology; customized
systems; superior service and support; and differentiated
products and services that are easy to buy and use. We also
offer various financing alternatives, asset management services,
and other customer financial services for business and consumer
customers. To reach even more customers globally we have
launched new distribution channels to reach commercial customers
and individual consumers around the world.
Although the focus of our business strategy is selling directly
to customers, we also utilize indirect sales channels when there
is a business need. During Fiscal 2008, we began offering Dell
Dimensiontm
desktop
21
computers and
Inspirontm
notebook computers in retail stores in the Americas and
announced partnerships with retailers in the U.K, Japan, and
China. These actions represent one of the first steps in our
retail strategy, which will allow us to extend our model and
reach customers that we have not been able to reach directly.
We manufacture most of the products we sell and have
manufacturing locations worldwide to service our global customer
base. Our build-to-order manufacturing process is designed to
allow us to significantly reduce cost while simultaneously
providing customers the ability to customize their product
purchases. We also have relationships with third-party original
equipment manufacturers that build some of our products (such as
printers and projectors) to our specifications, and we are
exploring the expanded use of original design manufacturing
partnerships and manufacturing outsourcing relationships in
order to deliver products faster and better serve our customers
in certain markets.
Current Business
Environment
We participate in a highly competitive industry that is subject
to aggressive pricing and strong competitive pressures; however,
we believe that our growth potential remains strong. In the
U.S., rising energy prices, weakening real estate markets, and
inflationary pressures may lead to slower economic growth, which
may affect IT and consumer spending during the fourth quarter of
Fiscal 2008. A slow down in the U.S. economy could
adversely impact other regional markets. Economic conditions in
our international markets, which are key to our expansion goals,
are highlighted by growing economies in Central and Eastern
Europe, expansion in Asia Pacific-Japan (APJ), and
continued development in Latin America. Overall, expected
industry growth is in line with prior year growth.
Second Quarter
Performance
|
|
|
|
|
Share position
|
|
|
|
We shipped almost 10 million units, resulting in a
worldwide PC share position of 16.1%, a decline of
3 percentage points year-over-year.
|
Net revenue
|
|
|
|
Revenue increased 4% year-over-year to $14.8 billion, with
unit shipments up 1% year-over-year.
|
Operating income
|
|
|
|
Operating income was $902 million for the quarter, or 6.1%
of revenue, as compared to $544 million or 3.8% of revenue
for second quarter of Fiscal 2007.
|
Earnings per share
|
|
|
|
Earnings per share increased 56% to $0.33 for the current
quarter compared to $0.21 for the second quarter of Fiscal 2007.
|
Results of
Operations
The following table summarizes the results of our operations for
the three and six month periods ended August 3, 2007 and
August 4, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
|
August 3,
2007
|
|
August 4,
2006
|
|
August 3,
2007
|
|
August 4,
2006
|
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
Dollars
|
|
Revenue
|
|
Dollars
|
|
Revenue
|
|
Dollars
|
|
Revenue
|
|
Dollars
|
|
Revenue
|
|
|
(in millions,
except share amounts and percentages)
|
|
Net revenue
|
|
$
|
14,776
|
|
|
|
100.0
|
%
|
|
$
|
14,211
|
|
|
|
100.0
|
%
|
|
$
|
29,498
|
|
|
|
100.0
|
%
|
|
$
|
28,531
|
|
|
|
100.0
|
%
|
Gross margin
|
|
$
|
2,951
|
|
|
|
19.9
|
%
|
|
$
|
2,138
|
|
|
|
15.0
|
%
|
|
$
|
5,789
|
|
|
|
19.6
|
%
|
|
$
|
4,646
|
|
|
|
16.3
|
%
|
Operating expenses
|
|
$
|
2,049
|
|
|
|
13.8
|
%
|
|
$
|
1,594
|
|
|
|
11.2
|
%
|
|
$
|
3,954
|
|
|
|
13.4
|
%
|
|
$
|
3,137
|
|
|
|
11.0
|
%
|
Operating income
|
|
$
|
902
|
|
|
|
6.1
|
%
|
|
$
|
544
|
|
|
|
3.8
|
%
|
|
$
|
1,835
|
|
|
|
6.2
|
%
|
|
$
|
1,509
|
|
|
|
5.3
|
%
|
Net income
|
|
$
|
746
|
|
|
|
5.1
|
%
|
|
$
|
480
|
|
|
|
3.4
|
%
|
|
$
|
1,502
|
|
|
|
5.1
|
%
|
|
$
|
1,256
|
|
|
|
4.4
|
%
|
Earnings per share diluted
|
|
$
|
0.33
|
|
|
|
N/A
|
|
|
$
|
0.21
|
|
|
|
N/A
|
|
|
$
|
0.66
|
|
|
|
N/A
|
|
|
$
|
0.55
|
|
|
|
N/A
|
|
Consolidated
Revenue
Consolidated revenue grew 4% year-over-year in the second
quarter and 3% year-over-year for first six months of Fiscal
2008. We grew revenue and profitability across all segments
except for our U.S. Consumer segment, where revenue
declined 27% and 26% year-over-year for the second quarter and
first six
22
months of Fiscal 2008, respectively. Our overall profitability
was driven by strengthening in our enterprise products and
services, improved average selling prices, and favorable
component costs. Software and peripherals experienced
significant revenue growth as well. Revenue and profitability
growth during the second quarter and first six months of Fiscal
2008 was partially offset by significant declines in both unit
shipments and revenues in our U.S. Consumer segment.
Revenue outside the U.S. comprised 45% of consolidated
revenue for the second quarter of Fiscal 2008, compared to 41%
for the same period last year. For the first six months of
Fiscal 2008 and Fiscal 2007, revenue outside the
U.S. represented 46% and 43%, respectively, of the
consolidated revenue.
Revenues by
Segment
We conduct operations worldwide and manage our business in three
geographic regions: the Americas, EMEA, and APJ. The
Americas region covers the U.S., Canada, and Latin America.
Within the Americas, we are further segmented into Business and
U.S. Consumer. The Business segment includes sales to
corporate, government, healthcare, education, and small and
medium business customers within the Americas region, while the
U.S. Consumer segment includes sales primarily to
individual consumers within the U.S. The EMEA region covers
Europe, the Middle East, and Africa. The APJ region covers the
Asian countries of the Pacific Rim as well as Australia, New
Zealand, and India.
The following table summarizes our revenue by reportable segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
2007
|
|
|
August 4,
2006
|
|
|
August 3,
2007
|
|
|
August 4,
2006
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
|
(in millions,
except percentages)
|
|
|
Net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
$
|
7,914
|
|
|
|
53.6
|
%
|
|
$
|
7,502
|
|
|
|
52.8
|
%
|
|
$
|
15,426
|
|
|
|
52.3
|
%
|
|
$
|
14,612
|
|
|
|
51.2
|
%
|
U.S. Consumer
|
|
|
1,301
|
|
|
|
8.8
|
%
|
|
|
1,787
|
|
|
|
12.6
|
%
|
|
|
2,736
|
|
|
|
9.3
|
%
|
|
|
3,698
|
|
|
|
13.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
9,215
|
|
|
|
62.4
|
%
|
|
|
9,289
|
|
|
|
65.4
|
%
|
|
|
18,162
|
|
|
|
61.6
|
%
|
|
|
18,310
|
|
|
|
64.2
|
%
|
EMEA
|
|
|
3,488
|
|
|
|
23.6
|
%
|
|
|
3,049
|
|
|
|
21.4
|
%
|
|
|
7,253
|
|
|
|
24.6
|
%
|
|
|
6,451
|
|
|
|
22.6
|
%
|
APJ
|
|
|
2,073
|
|
|
|
14.0
|
%
|
|
|
1,873
|
|
|
|
13.2
|
%
|
|
|
4,083
|
|
|
|
13.8
|
%
|
|
|
3,770
|
|
|
|
13.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
14,776
|
|
|
|
100.0
|
%
|
|
$
|
14,211
|
|
|
|
100.0
|
%
|
|
$
|
29,498
|
|
|
|
100.0
|
%
|
|
$
|
28,531
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas Americas revenues
declined slightly for the second quarter and first six months of
Fiscal 2008, while units decreased 6% and 10%, respectively, as
compared to the second quarter and first six months of Fiscal
2007. In the second quarter and first six months of Fiscal 2008,
5% and 6% growth, respectively, in our Americas Business segment
was offset by a 27% and 26% decrease in revenue in our
U.S. Consumer segment during the same periods,
respectively. Even though we experienced average selling prices
that were 5% higher during the second quarter and 10% higher for
the first six months of Fiscal 2008 as compared to the prior
year periods, total revenue did not grow at the same rate due to
significant declines in unit shipments in U.S. Consumer.
For the second quarter and first six months of Fiscal 2008,
strong revenue growth in servers and networking, storage, and
software and peripherals sales were offset by declines in
desktop, mobility, and enhanced services sales.
|
|
|
|
|
-
|
Business Americas Business revenue
increased 5% and 6% year-over-year for the second quarter and
first six months of Fiscal 2008, respectively. Public and small
and medium business growth and Americas International, which
includes countries in North and South America other than the
United States, drove the majority of the increase in revenue in
Americas Business. Americas International produced strong
revenue growth of 13% year-over-year for the second quarter and
12% for first six months of Fiscal 2008. All products grew for
the three and six month periods ended August 3, 2007.
|
|
|
-
|
U.S. Consumer U.S. Consumer
revenue declined 27% and 26% year-over-year in the second
quarter and first six months of Fiscal 2008, respectively. The
significant decline in U.S. Consumer revenue is due to
competitive pressure and continuing decline in desktop revenue.
Desktop shipments
|
23
|
|
|
|
|
decreased 36% in the second quarter of Fiscal 2008 and 47% for
first six months of Fiscal 2008 as compared to the same periods
in the prior year. Our U.S. Consumer business continues to
face a competitive pricing environment. Mobility revenue
declined 36% for the second quarter of Fiscal 2008 on a unit
decline of 38% and declined 32% on a unit decline of 39% for the
first six months of Fiscal 2008, while the industry-wide
consumer mobility sales in the U.S. grew 26% and 24% during
the second quarter and first six months of Fiscal 2008,
respectively. The demand for our products deteriorated due to
price competition and decreased product appeal. This environment
has led the U.S. Consumer business to update its business
model and enter into a limited number of retail distribution
arrangements to complement and extend the existing direct
business. We are also investing in initiatives that will align
our new and existing products around customers needs and
wants in order to drive long-term, sustainable performance. Our
investments have resulted in better than expected demand for
certain of our Inspiron and XPS notebooks.
|
|
|
|
EMEA EMEA revenue grew 14% on unit
growth of 9% for the second quarter of Fiscal 2008, and for the
first six months of Fiscal 2008, EMEA revenue grew 12%
year-over-year on unit growth of 1%. The revenue growth is
attributed to higher average selling prices which increased 5%
in the second quarter and 11% during the first six months of
Fiscal 2008 due to changes in product mix. Year-over-year
revenue growth for both the second quarter and first six months
of Fiscal 2008 was led by Germany, France, and the United
Kingdom, and Poland, Austria, and Greece produced significant
year-over-year growth at rates well above the overall region for
the second quarter and first six months of Fiscal 2008. The
marginal overall unit increase in EMEA for the first six months
of Fiscal 2008 was mainly due to a 6% decrease in desktop
shipments during the period as compared to the same period in
Fiscal 2007. This shipment decline led to a 1% reduction in
desktop revenue. Revenue growth was driven primarily by
increases in mobility products, enhanced services, and servers
and networking.
|
|
|
APJ APJ revenue grew 11% on a unit
increase of 13% for the second quarter of Fiscal 2008. During
the first six months of Fiscal 2008, APJ revenue grew 8% on a
unit increase of 6%. For the second quarter of Fiscal 2008,
revenue growth in APJ was led by China with 17% growth,
Australia-New Zealand with 10% growth, and India with 42%
growth. These four countries led APJ revenue growth for the
first six months of Fiscal 2008 as well. Additionally, Malaysia,
Taiwan, and Thailand produced significant year-over-year growth
at rates well above the overall region for the second quarter
and first six months of Fiscal 2008. Excluding Japan, the APJ
region experienced a 17% and 16% increase in revenue,
year-over-year, for the second quarter and first six months of
Fiscal 2008, respectively. During the same time periods,
Japans revenue decreased 3% and 5%, respectively, under
significant competitive pressure. For APJ overall, mobility,
servers and networking, and storage experienced strong revenue
growth for the three and six month periods ended August 3,
2007. Enhanced services revenue declined significantly during
the same periods, while desktop revenue increased 12%
year-over-year for the second quarter of Fiscal 2008 and
increased 6% for the first six months of Fiscal 2008.
|
Revenue by
Product and Services Categories
We design, develop, manufacture, market, sell, and support a
wide range of products that in many cases are customized to
individual customer requirements. Our product categories include
desktop computer systems, mobility products, software and
peripherals, servers and networking products, and storage
products. In addition, we offer a range of enhanced services.
During the second quarter of Fiscal 2008, we ran a
higher-than-normal product backlog, driven by
better-than-expected demand for the new Inspiron and XPS colored
notebooks coupled with supply constraints for several colors,
and a tightening in supply of certain flat-panel displays. Even
though we believe the supply environment will improve in the
second half of the year, we still expect higher than normal
backlog at the end of the third quarter for Fiscal 2008.
24
The following table summarizes our net revenue by product and
service categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
2007
|
|
|
August 4,
2006
|
|
|
August 3,
2007
|
|
|
August 4,
2006
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
|
(in millions,
except percentages)
|
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Desktop PCs
|
|
$
|
5,017
|
|
|
|
34
|
%
|
|
$
|
4,992
|
|
|
|
35
|
%
|
|
$
|
9,959
|
|
|
|
34
|
%
|
|
$
|
10,283
|
|
|
|
36
|
%
|
Mobility
|
|
|
3,865
|
|
|
|
26
|
%
|
|
|
3,846
|
|
|
|
27
|
%
|
|
|
7,881
|
|
|
|
26
|
%
|
|
|
7,627
|
|
|
|
27
|
%
|
Software & peripherals
|
|
|
2,380
|
|
|
|
16
|
%
|
|
|
2,219
|
|
|
|
16
|
%
|
|
|
4,721
|
|
|
|
16
|
%
|
|
|
4,401
|
|
|
|
15
|
%
|
Servers & networking
|
|
|
1,618
|
|
|
|
11
|
%
|
|
|
1,348
|
|
|
|
9
|
%
|
|
|
3,211
|
|
|
|
11
|
%
|
|
|
2,699
|
|
|
|
9
|
%
|
Enhanced services
|
|
|
1,283
|
|
|
|
9
|
%
|
|
|
1,258
|
|
|
|
9
|
%
|
|
|
2,564
|
|
|
|
9
|
%
|
|
|
2,483
|
|
|
|
9
|
%
|
Storage
|
|
|
613
|
|
|
|
4
|
%
|
|
|
548
|
|
|
|
4
|
%
|
|
|
1,162
|
|
|
|
4
|
%
|
|
|
1,038
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
14,776
|
|
|
|
100
|
%
|
|
$
|
14,211
|
|
|
|
100
|
%
|
|
$
|
29,498
|
|
|
|
100
|
%
|
|
$
|
28,531
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Desktop PCs Revenue from sales of
desktop PCs consists of Dell
XPStm,
OptiPlextm,
Dimensiontm,
Inspirontm,
Vostrotm,
and Alienware
Auroratm,
Area-51®,
and
ALXtm
desktop computer systems, and Dell
Precisiontm
and Alienware
MJ-12®
desktop workstations. During the second quarter of Fiscal 2008,
we began selling our new
Vostrotm
desktops, specifically designed to meet the needs of small
business customers. Revenue from desktop PCs remained flat
during the second quarter of Fiscal 2008 as compared to the
second quarter of the prior year, and it decreased 3% for the
first half for Fiscal 2008 on a unit decline of 8%. This
performance was driven by our U.S. Consumer business, where
desktop revenue was down 26% year-over-year for the current
quarter and down 30% for the first half of Fiscal 2008. Business
and consumer demand continues to shift toward mobility products
as notebook computers capabilities increase and they
become more affordable. The decline in desktop revenue can also
be attributed to overall competitive price pressures.
|
|
|
Mobility Revenue from mobility
products consists of Dell
XPStm,
Dell
Latitudetm,
Dell
Inspirontm,
Dell
Vostrotm,
Alienware
Area-51®,
Alienware
Sentiatm,
and Alienware
ALXtm
notebook computer systems; Dell
Precisiontm
and Alienware
MJ-12®
mobile workstations; and non-Dell branded MP3 music players. To
better meet the needs of small businesses, during the second
quarter of Fiscal 2008 we began selling our new
Vostrotm
notebooks, specifically designed to meet the needs of small
business customers. During the second quarter revenue from
mobility grew 1% on unit growth of 2%. During the first six
months of Fiscal 2008, revenue from mobility grew year-over-year
by 3% on unit growth of 1%. For the second quarter, mobility
revenue in EMEA, APJ, and Americas Business grew 16%, 24%, and
2% respectively, on unit growth of 18%, 17%, and 7%
respectively. This revenue growth was offset by a 36% and a 38%
decline in U.S. Consumer revenue and units, respectively.
For the six months ended August 3, 2007, mobility revenue
in EMEA, APJ, and Americas Business grew 16%, 20%, and 6%
respectively, on unit growth of 13%, 14%, and 9% respectively.
This revenue growth was offset by a 32% and a 39% decline in
U.S. Consumer revenue and units, respectively. We continue
to capitalize on the growth of mobile computing outside of the
U.S. Consumer segment with notebooks producing revenue and
unit growth in APJ, EMEA, and Americas Business. As notebooks
become more affordable and wireless products become
standardized, demand for our mobility products continues to be
strong.
|
|
|
Software and Peripherals Revenue from
sales of software and peripherals consists of Dell-branded
printers, monitors (not sold with systems), projectors, and a
multitude of competitively priced third-party peripherals
including plasma and LCD televisions, software, and other
products. This revenue grew 7% year-over-year for the second
quarter and first six months of Fiscal 2008. We experienced
significant growth in digital displays, as well as imaging and
printing products.
|
25
|
|
|
Servers and Networking Revenue from
sales of servers and networking products, consisting of our
standards-based
PowerEdgetm
line of servers and
PowerConnecttm
networking products, grew 20% year-over-year for the second
quarter of Fiscal 2008 on unit growth of 8%. For the first half
of Fiscal 2008, servers and networking revenue increased 19% on
unit growth of 4%. All regions contributed to the strong revenue
growth, and for the second quarter, we were again ranked number
one in the United States with a 33% share in units shipped.
Servers and networking remains a strategic focus area. We
competitively price our server products to facilitate additional
sales of storage products and higher margin enhanced services.
|
|
|
Enhanced Services Enhanced services
consists of a wide range of services including assessment,
design and implementation, deployment, asset recovery and
recycling, training, enterprise support, client support, and
managed lifecycle. Enhanced services revenue increased 2%
year-over-year for the three-month period ended August 3,
2007 to $1.3 billion, and for the six-month period ended
August 3, 2007, enhanced services revenue increased 3% to
$2.6 billion. For the second quarter of Fiscal 2008,
EMEAs enhanced services revenue increased 31%, while
enhanced services revenue decreased 18% in APJ and 3% in the
Americas. For the first half of Fiscal 2008, EMEAs
enhanced services revenue increased 32%, while enhanced services
revenue decreased 19% in APJ and 1% in the Americas.
|
|
|
Storage Revenue from sales of storage
products, consisting of a comprehensive portfolio of storage
solutions with services, including Dell | EMC and
Dell
PowerVaulttm
storage devices, increased 12% for the second quarter and first
six months of Fiscal 2008. All regions contributed to the strong
revenue growth, led by EMEA, which experienced growth of 26% and
23% for the second quarter and first six months of Fiscal 2008,
respectively.
|
Gross
Margin
The following table presents information regarding our gross
margin for the three and six month periods ended August 3,
2007 and August 4, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
|
August 3,
2007
|
|
August 4,
2006
|
|
August 3,
2007
|
|
August 4,
2006
|
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
Dollars
|
|
Revenue
|
|
Dollars
|
|
Revenue
|
|
Dollars
|
|
Revenue
|
|
Dollars
|
|
Revenue
|
|
|
(in millions,
except percentages)
|
|
Net revenue
|
|
$
|
14,776
|
|
|
|
100.0
|
%
|
|
$
|
14,211
|
|
|
|
100.0
|
%
|
|
$
|
29,498
|
|
|
|
100.0
|
%
|
|
$
|
28,531
|
|
|
|
100.0
|
%
|
Gross margin
|
|
$
|
2,951
|
|
|
|
19.9
|
%
|
|
$
|
2,138
|
|
|
|
15.0
|
%
|
|
$
|
5,789
|
|
|
|
19.6
|
%
|
|
$
|
4,646
|
|
|
|
16.3
|
%
|
Our margins increased for the second quarter and first half of
Fiscal 2008 as compared to the same periods in the prior year
primarily as a result of stronger enterprise products and
services results and favorable declines in component costs. We
continuously negotiate with our suppliers in a variety of areas
including availability of supply, quality, and cost. These
real-time continuous supplier negotiations support our business
model, which is able to respond quickly to changing market
conditions due to our direct customer model and real-time
manufacturing. Our component costs reflect both ongoing supplier
discount arrangements as well as shorter-term incremental
discounts and rebates, based on such factors as volume, product
offerings and transitions, supply conditions, and joint
activities. Because of the fluid nature of these ongoing
negotiations, the timing and amount of supplier discounts and
rebates vary from time to time. In addition, a focus on more
richly configured customer solutions and a better mix of
products and services yielded significantly higher average
selling prices and a better balance of profitability and revenue
growth.
In Fiscal 2007, we added a second source of micro processors
(chip sets) ending a long-standing practice of
sourcing from only one manufacturer. We believe that moving to
more than one supplier of chip sets is beneficial for customers
long-term, as it adds choice and ensures access to the most
current technologies. We now sell the second source of chip sets
across all of our hardware product categories. During the
transition from sole to dual sourcing of chip sets, gross and
operating income margins were negatively impacted as we
re-balanced product and category mix.
26
On May 31, 2007 we announced that we had initiated a
comprehensive review of costs across all processes and
organizations with the goal to simplify structure, eliminate
redundancies, and better align operating expenses with the
current business environment and strategic growth opportunities.
As a part of this overall effort, we expect to reduce headcount
and infrastructure costs over the next twelve months. Our
management teams are presently finalizing transformation plans,
which include headcount and infrastructure cost reduction goals.
This headcount reduction is expected to impact both cost of
goods sold and operating expenses worldwide.
Operating
Expenses
The following table summarizes our operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
August 3,
2007
|
|
|
August 4,
2006
|
|
|
August 3,
2007
|
|
|
August 4,
2006
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
Dollars
|
|
|
Revenue
|
|
|
|
(in millions,
except percentages)
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative
|
|
$
|
1,894
|
|
|
|
12.8
|
%
|
|
$
|
1,469
|
|
|
|
10.3
|
%
|
|
$
|
3,657
|
|
|
|
12.4
|
%
|
|
$
|
2,883
|
|
|
|
10.1
|
%
|
Research, development, and engineering
|
|
|
155
|
|
|
|
1.0
|
%
|
|
|
125
|
|
|
|
0.9
|
%
|
|
|
297
|
|
|
|
1.0
|
%
|
|
|
254
|
|
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
$
|
2,049
|
|
|
|
13.8
|
%
|
|
$
|
1,594
|
|
|
|
11.2
|
%
|
|
$
|
3,954
|
|
|
|
13.4
|
%
|
|
$
|
3,137
|
|
|
|
11.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative
During the second quarter of Fiscal 2008, selling, general,
and administrative expenses increased 29% to $1.9 billion
compared to $1.5 billion in the same period of Fiscal 2007.
For the six-month period ended August 3, 2007, selling,
general, and administrative expenses were $3.7 billion
compared to $2.9 billion during the same period in Fiscal
2007, an increase of 27%. Costs primarily related to headcount
growth and costs associated with the U.S. Securities and
Exchange Commission (SEC) and internal
investigations drove the increase in the second quarter and
first six months of Fiscal 2008. Expenses related to SEC and
internal investigations were $59 million and
$106 million for the three and six months ending
August 3, 2007, respectively. In addition, the second
quarter of Fiscal 2008 includes $86 million of additional
expense for expected cash payments for expiring stock options.
|
|
|
Research, development, and engineering
During the second quarter of Fiscal 2008, research,
development, and engineering expenses increased 24% to
$155 million, compared to $125 million in the same
period of Fiscal 2007, and increased 17% from $254 million
to $297 million for the first six months of Fiscal 2008.
The increase is mainly due to higher compensation costs, which
increased 36% year-over-year to $127 million for the second
quarter and increased 25% year-over-year to $241 million
for the first half of Fiscal 2008. The increased compensation
costs are mainly due to headcount growth. We manage our
research, development, and engineering spending by targeting
those innovations and products most valuable to our customers
and by relying upon the capabilities of our strategic partners.
We will continue to invest in research, development, and
engineering activities to support our growth and to provide for
new, competitive products. We have obtained 1,847 patents
worldwide and have applied for 1,977 additional patents
worldwide at August 3, 2007.
|
Stock-based
Compensation
As a result of our inability to timely file our Annual Report on
Form 10-K
for Fiscal 2007, we suspended the exercise of employee stock
options, the vesting of restricted stock units, and the purchase
of shares under our employee stock purchase plan. With the
filing of this report and our other past due periodic reports,
we are again current in our periodic reporting obligations and,
accordingly, expect to resume the exercise of
27
employee stock options by employees, the vesting of restricted
stock units, and the purchase of shares under our employee stock
purchase plan.
We agreed to pay cash to certain current and former employees
who held in-the-money stock options (options that have an
exercise price less than the current stock market price) that
expired during the period of unexercisability. Within
45 days after we file our Annual Report on
Form 10-K
for Fiscal 2007, we will make payments relating to in-the-money
stock options that expired in the second and third quarters of
Fiscal 2008, which are expected to total approximately
$113 million. We will not continue to pay cash for expired
in-the-money stock options once the options again become
exercisable.
Investment and
Other Income, net
Net investment and other income primarily includes interest
income and expense, gains and losses from the sale of
investments, and investment related fees, as well as foreign
exchange transaction gains and losses. Net investment and other
income increased to $96 million and $174 million for
the second quarter and first six months of Fiscal 2008,
respectively, compared to $50 million and
$104 million, respectively, for the same periods in Fiscal
2007. This increase is primarily due to an increase in average
cash and investments balances and higher interest rates during
the second quarter and first six months of Fiscal 2008 as
compared to the same periods of Fiscal 2007. This growth in net
investment and other income was partially offset by increases in
foreign exchange fluctuations for both second quarter and first
six months of Fiscal 2008 as compared to the same periods in the
prior year.
Income
Taxes
We reported an effective tax rate of approximately 25.3% for the
second quarter of Fiscal 2008, as compared to 19.0% for the same
quarter in the prior year. For the six month periods ended
August 3, 2007 and August 4, 2006, our effective tax
rate was 25.3% and 22.1%, respectively. The increase in our
effective tax rate is primarily due to the impact of new
U.S. transfer pricing rules and the impact of FASB
Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an interpretation of FASB Statement
No. 109 (FIN 48). In addition, during
the second quarter of Fiscal 2007, there was a reserve release
of $31 million related to a change in estimate of an income
tax audit related item. The differences between our effective
tax rate and the U.S. federal statutory rate of 35%
principally result from our geographical distribution of taxable
income and differences between the book and tax treatment of
certain items.
Off-Balance Sheet
Arrangements
Asset Securitization During the second
quarter of Fiscal 2008, we continued to sell customer financing
receivables to unconsolidated qualifying special purpose
entities. The qualifying special purpose entities are bankruptcy
remote legal entities with assets and liabilities separate from
ours. The sole purpose of the qualifying special purpose
entities is to facilitate the funding of finance receivables in
the capital markets. We determine the amount of receivables to
securitize based on our funding requirements in conjunction with
specific selection criteria designed for the transaction. The
qualifying special purpose entities have entered into financing
arrangements with three multi-seller conduits that, in turn,
issue asset-backed debt securities in the capital markets.
Transfers of financing receivables are recorded in accordance
with the provisions of Statement of Financial Accounting
Standards No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities
(SFAS 140).
We retain the right to receive collections on securitized
receivables in excess of amounts needed to pay interest and
principal as well as other required fees. Upon the sale of the
financing receivables, we record the present value of the excess
cash flows as a retained interest, which typically results in a
gain that ranges from 2% to 4% of the customer receivables sold.
We service these securitized contracts and earn a servicing fee.
Our securitization transactions generally do not result in
servicing assets and liabilities, as the contractual fees are
adequate compensation in relation to the associated servicing
cost.
In estimating the value of the retained interest, we make a
variety of financial assumptions, including pool credit losses,
payment rates, and discount rates. These assumptions are
supported by both our historical
28
experience and anticipated trends relative to the particular
receivable pool. We review our investments in retained interests
periodically for impairment, based on their estimated fair
value. Any resulting losses representing the excess of carrying
value over estimated fair value that are other-than-temporary
are recorded in earnings. Upon the adoption of SFAS 155 in
the first quarter of Fiscal 2008, Dell began recording
unrealized gains or losses in earnings in its Condensed
Consolidated Statements of Income. Retained interest balances
and assumptions are disclosed in Note 6 of Notes to
Condensed Consolidated Financial Statements included in
Part I Item 1 Financial
Statements.
Our securitization program contains structural features that
could prevent further funding if the credit losses or
delinquencies on the pool of sold receivables exceed specified
levels. These structural features are within normal industry
practice and are similar to comparable securitization programs
in the marketplace. We do not expect that any of these features
will have a material adverse impact on our ability to securitize
financing receivables. We closely monitor our entire portfolio,
including subprime assets, and take action relative to
underwriting standards as necessary.
Liquidity and
Capital Commitments
Liquidity
Our cash balances are held in numerous locations throughout the
world, including substantial amounts held outside of the
U.S. Most of the amounts held outside of the
U.S. could be repatriated to the U.S., but under current
law, would be subject to U.S. federal income taxes, less
applicable foreign tax credits. Repatriation of some foreign
balances is restricted by local laws. We have provided for the
U.S. federal tax liability on these amounts for financial
statement purposes except for foreign earnings that are
considered indefinitely reinvested outside of the
U.S. Repatriation could result in additional
U.S. federal income tax payments in future years. Where
local restrictions prevent an efficient intercompany transfer of
funds, our intent is that those cash balances would remain
outside of the U.S., and we would meet our U.S. liquidity
needs through operating cash flows, external borrowings, or
both. We utilize a variety of tax planning and financing
strategies with the objective of having our worldwide cash
available in the locations in which it is needed.
We ended the second quarter of Fiscal 2008 with
$13.8 billion in cash, cash equivalents, and investments,
compared to $10.8 billion at the end of the second quarter
of Fiscal 2007. We invest a large portion of our available cash
in highly liquid and highly rated government, agency, and
corporate debt securities of varying maturities at the date of
acquisition. Our investment policy is to manage our investment
portfolio to preserve principal and liquidity while maximizing
the return through the full investment of available funds. The
following table summarizes the results of our Condensed
Consolidated Statement of Cash Flows for the six-month period
ended August 3, 2007 and August 4, 2006:
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended
|
|
|
|
August 3,
|
|
|
August 4,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(in
millions)
|
|
|
Net cash flow provided by (used in):
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
1,754
|
|
|
$
|
1,812
|
|
Investing activities
|
|
|
(121
|
)
|
|
|
345
|
|
Financing activities
|
|
|
(16
|
)
|
|
|
(2,470
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
41
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
1,658
|
|
|
$
|
(259
|
)
|
|
|
|
|
|
|
|
|
|
Operating Activities Cash provided by
operating activities during the six-month period ended
August 3, 2007 and August 4, 2006 was
$1.8 billion. The slight decrease in operating cash flows
was primarily led by changes in operating working capital
accounts and deterioration in our cash conversion cycle. During
the first six months of Fiscal 2008 as compared to the first six
months of the preceding year, changes in operating working
capital accounts were impacted by a $1.1 billion change in
classification of income tax liabilities from current to
non-current liabilities related to the adoption of FIN 48.
Although our cash
29
conversion cycle deteriorated year-over-year, cash flows from
operating activities typically result from net income, which
represents our principal source of cash. Our direct model allows
us to maintain an efficient cash conversion cycle, which
compares favorably with that of others in our industry.
The following table presents the components of our cash
conversion cycle at August 3, 2007 and February 2,
2007:
|
|
|
|
|
|
|
|
|
|
|
August 3,
|
|
|
February 2,
|
|
|
|
2007
|
|
|
2007
|
|
|
Days of sales
outstanding(a)
|
|
|
35
|
|
|
|
31
|
|
Days of supply in inventory
|
|
|
7
|
|
|
|
5
|
|
Days in accounts payable
|
|
|
(80
|
)
|
|
|
(78
|
)
|
|
|
|
|
|
|
|
|
|
Cash conversion cycle
|
|
|
(38
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Days of sales outstanding
(DSO) is based on the ending net trade receivables
and most recent quarterly revenue for each period. DSO includes
the effect of product costs related to customer shipments not
yet recognized as revenue that are classified in other current
assets. At August 3, 2007 and February 2, 2007, DSO
and days of customer shipments not yet recognized were 32 and
3 days and 28 and 3 days, respectively.
|
Our cash conversion cycle decreased four days at August 3,
2007 from February 2, 2007. This decline is driven by a
four day increase in days of sales outstanding, largely
attributed to a higher percentage of our revenue coming from our
customers requiring payments terms and a higher percentage of
revenue occurring at the end of the period. In addition, days of
supply in inventory increased two days due to an increase in
production materials inventory due to strategic materials
purchases offset by a two day increase in days in accounts
payable, largely attributed to an increase in the number of
suppliers with extended payment terms as compared to Fiscal 2007
and the timing of payments to vendors compared to the fourth
quarter of Fiscal 2007.
We defer the cost of revenue associated with customer shipments
not yet recognized as revenue until they are delivered. These
deferred costs are included in our reported days of sales
outstanding because we believe it presents a more accurate
presentation of our days of sales outstanding and cash
conversion cycle. These deferred costs are recorded in other
current assets in our Condensed Consolidated Statements of
Financial Position and totaled $426 million and
$424 million at August 3, 2007 and February 2,
2007, respectively.
Investing Activities Cash used in investing
activities for the six-month period ended August 3, 2007
was $121 million, compared to cash provided by investing
activities of $345 million for the same period last year.
Cash provided by and used in investing activities principally
consists of net maturities and sales or purchases of investments
and capital expenditures for property, plant, and equipment. The
decrease in cash provided by investing activities from the same
period last year is a result of a decrease in the net proceeds
from maturities and sales and an increase in the purchases of
marketable securities as liquidity for share repurchases was not
as necessary due to the suspension of our share repurchase
program. Additionally, a significant increase in capital
expenditures partially offset by a decrease in business
acquisitions contributed to the decline in cash from investing
activities for the six-month period ended August 3, 2007 as
compared to the same period in the previous year.
Financing Activities Cash used in financing
activities during the six-month period ended August 3, 2007
was $16 million, compared to $2.5 billion during the
same period last year. Financing activities primarily consist of
the repurchase of our common stock, partially offset by proceeds
from the issuance of common stock under employee stock plans and
other items. The year-over-year decrease in cash used in
financing activities is due primarily to the suspension of the
share repurchase program for the first half of Fiscal 2008
during which no shares were repurchased related to the program.
During the same period in Fiscal 2007, a total of
102 million shares at an aggregate cost of
$2.7 billion were repurchased.
We believe our ability to generate cash flows from operations on
an annual basis will continue to be strong, driven mainly by our
profitability, efficient cash conversion cycle, and the growth
in our deferred enhanced services offerings. However, in order
to augment our liquidity and provide us with additional
flexibility, we
30
implemented a commercial paper program with a supporting credit
facility on June 1, 2006. Under the commercial paper
program, we issue, from time-to-time, short-term unsecured notes
in an aggregate amount not to exceed $1.0 billion. We use
the proceeds for general corporate purposes, including funding
Dell Financial Services L.P. (DFS) growth. See
Note 10 of Notes to Condensed Consolidated Financial
Statements included in Part I
Item 1 Financial
Statements for further discussion of our commercial paper
program. At August 3, 2007, $60 million was
outstanding under the program; at October 26, 2007, no
amounts were outstanding. Our $200 million Senior Notes are
due April 15, 2008, and we intend to pay the outstanding
balance of $200 million at that time. We do not expect the
payment to have a significant impact on our cash flows or cash
position.
Capital
Commitments
Redeemable Common Stock and Other Rescissionary
Rights We inadvertently failed to register with
the SEC the sale of some shares under certain employee benefit
plans. As a result, certain purchasers of common stock pursuant
to those plans may have the right to rescind their purchases for
an amount equal to the purchase price paid for the shares, plus
interest from the date of purchase. At August 3, 2007 and
February 2, 2007, we have classified approximately
5 million shares ($116 million) and 5 million
shares ($111 million), respectively, that may be subject to
the rescissionary rights outside stockholders equity,
because the redemption features are not within our control.
These shares have always been treated as outstanding for
financial reporting purposes. Certain purchasers of common stock
pursuant to these plans who sold their shares for less than the
purchase price may have the right to rescind their purchases for
an amount of cash equal to the purchase price plus interest
minus the proceeds of the sale.
Share Repurchase Program We have a share
repurchase program that authorizes us to purchase shares of
common stock in order to increase shareholder value and manage
dilution resulting from shares issued under our equity
compensation plans. However, we do not currently have a policy
that requires the repurchase of common stock in conjunction with
share-based payment arrangements. At August 3, 2007, our
share repurchase program authorized the purchase of common stock
at an aggregate cost not to exceed $30.0 billion, of which
we have already repurchased $28.6 billion.
We typically repurchase shares of common stock through a
systematic program of open market purchases. We temporarily
suspended our share repurchase program in September 2006 pending
completion of the Audit Committee investigation. As a result, no
shares were repurchased under the program during the first half
of Fiscal 2008. We anticipate recommencing our share repurchase
program in the fourth quarter of Fiscal 2008. For more
information regarding share repurchases, see
Part II Item 2
Unregistered Sales of Equity Securities and Use of
Proceeds.
Capital Expenditures During the three and six
month periods ended August 3, 2007, we spent approximately
$293 million and $464 million, respectively, on
property, plant, and equipment primarily on our global expansion
efforts and infrastructure investments in order to support
future growth. Product demand and mix, as well as ongoing
efficiencies in operating and information technology
infrastructure, influence the level and prioritization of our
capital expenditures. Capital expenditures for Fiscal 2008
(related to our continued expansion worldwide, the need to
increase manufacturing capacity, and leasing arrangements to
facilitate customer sales) are currently expected to reach
approximately $900 million. These expenditures are expected
to be funded from our cash flows from operating activities.
DFS Purchase Commitment Pursuant to our joint
venture agreement with CIT Group, Inc. (CIT), we
have an option to purchase CITs 30% interest in DFS in
February 2008, for a purchase price ranging from approximately
$100 million to $345 million. We currently expect that
the purchase price will likely be towards the upper end of that
range. If we do not exercise this purchase option, we are
obligated to purchase CITs 30% interest upon the
occurrence of certain termination events or upon the expiration
of the joint venture on January 29, 2010. See Note 6
of Notes to Condensed Consolidated Financial Statements included
in Part I Item 1
Financial Statements.
Restricted Cash Pursuant to an agreement
between DFS and CIT, we are required to maintain escrow cash
accounts that are held as recourse reserves for credit losses,
performance fee deposits related to our
31
private label credit card, and deferred servicing revenue.
Restricted cash specific to the consolidation of DFS in the
amount of $357 million and $416 million in restricted
cash is included in other current assets at August 3, 2007
and February 2, 2007, respectively.
Recently Issued
Accounting Pronouncements
See Note 1 of Notes to Condensed Consolidated Financial
Statements included in Part I
Item 1 Financial
Statements for a description of recently issued accounting
pronouncements, including the expected dates of adoption and
estimated effects on our results of operations, financial
position, and cash flows.
|
|
ITEM 3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
For a description of our market risks, see Part II
Item 7
Managements Discussion and Analysis of Financial Condition
and Results of Operations Market Risk in our
Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007. Our exposure to
market risks has not changed materially from the description in
the Annual Report on
Form 10-K.
|
|
ITEM 4.
|
CONTROLS
AND PROCEDURES
|
This Report includes the certifications of our Chief Executive
Officer and Chief Financial Officer required by
Rule 13a-14
of the Securities Exchange Act of 1934 (the Exchange
Act). See Exhibits 31.1 and 31.2. This Item 4
includes information concerning the controls and control
evaluations referred to in those certifications.
Background
As previously disclosed under Part II
Item 9A
Controls and Procedures in our
Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007, management has
concluded that our internal control over financial reporting was
not effective as of February 2, 2007 because of the
following control deficiencies that constituted material
weaknesses in our internal control over financial reporting:
|
|
|
Control environment We did not maintain an
effective control environment. Specifically:
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We did not maintain a tone and control consciousness that
consistently emphasized strict adherence to GAAP. This control
deficiency resulted in an environment in which accounting
adjustments were viewed at times as an acceptable device to
compensate for operational shortfalls, which in certain
instances led to inappropriate accounting decisions and entries
that appear to have been largely motivated to achieve desired
accounting results and, in some instances, involved management
override of controls. In a number of instances, information
critical to an effective review of transactions and accounting
entries was not disclosed to internal and external auditors.
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We did not maintain a sufficient complement of personnel with an
appropriate level of accounting knowledge, experience, and
training in the application of GAAP commensurate with our
financial reporting requirements and business environment.
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The control environment, which is the responsibility of senior
management, sets the tone of the organization, influences the
control consciousness of its people, and is the foundation for
all other components of internal control over financial
reporting. The control environment material weaknesses described
above contributed to the material weaknesses related to our
period-end financial reporting process described below.
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Period-end financial reporting process We did
not maintain effective controls over the period-end reporting
process, including controls with respect to the review,
supervision, and monitoring of accounting operations.
Specifically:
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Journal entries, both recurring and nonrecurring, were not
always accompanied by sufficient supporting documentation and
were not always adequately reviewed and approved for validity,
completeness, and accuracy;
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Account reconciliations over balance sheet accounts were not
always properly and timely performed, and the reconciliations
and their supporting documentation were not consistently
reviewed for completeness, accuracy, and timely resolution of
reconciling items; and
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We did not design and maintain effective controls to ensure the
completeness, accuracy, and timeliness of the recording of
accrued liabilities, reserves, and operating expenses, primarily
related to our accrued warranty obligations, goods and services
received but not invoiced, customer rebates, and nonproduction
operating expenses.
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These material weaknesses resulted in the restatement of our
previously issued annual and interim financial statements for
Fiscal 2003, 2004, 2005, and 2006, and the first quarter of
Fiscal 2007 and adjustments, including audit adjustments and
adjustments related to the investigation and our internal
reviews, to our annual and other interim financial statements
for Fiscal 2007. In addition, these material weaknesses could
result in material misstatements of substantially all of our
financial statement accounts that would result in a material
misstatement of our annual or interim consolidated financial
statements that would not be prevented or detected on a timely
basis.
Our management, under new leadership as described below, has
been actively engaged in the planning for, and implementation
of, remediation efforts to address the material weaknesses, as
well as other identified areas of risk. These remediation
efforts, outlined below, are intended both to address the
identified material weaknesses and to enhance our overall
financial control environment. In January 2007, Michael S. Dell
re-assumed the position of Chief Executive Officer and Donald J.
Carty assumed the position of Chief Financial Officer. The
design and implementation of these and other remediation efforts
are the commitment and responsibility of this new leadership
team.
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Our new leadership team, together with other senior executives,
is committed to achieving and maintaining a strong control
environment, high ethical standards, and financial reporting
integrity. This commitment will be communicated to and
reinforced with every Dell employee and to external
stakeholders. This commitment is accompanied by a renewed
management focus on decision-making and processes that are
intended to achieve maximum shareholder value over the long-term
and a decreased focus on short-term,
quarter-by-quarter
operating results.
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As a result of the initiatives already underway to address the
control deficiencies described above, we have effected personnel
changes in our accounting and financial reporting functions.
Consequently, many of the employees involved in the accounting
processes in which errors and irregularities were made are no
longer involved in the accounting or financial reporting
function. In addition, we have taken, or will take, appropriate
remedial actions with respect to certain employees, including
terminations, reassignments, reprimands, increased supervision,
training, and imposition of financial penalties in the form of
compensation adjustments.
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We are in the process of reorganizing the Finance Department,
segregating accounting and financial reporting responsibility
from planning and forecasting responsibility, with a renewed
commitment to accounting and financial reporting integrity. We
have appointed a new Chief Accounting Officer and have
strengthened that position, making it directly responsible for
all accounting and financial reporting functions worldwide. In
addition, we are implementing personnel resource plans, and
training and retention programs, that are designed to ensure
that we have sufficient personnel with knowledge, experience,
and training in the application of GAAP commensurate with our
financial reporting requirements.
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We will continue our efforts to establish or modify specific
processes and controls to provide reasonable assurance with
respect to the accuracy and integrity of accounting entries and
the appropriate documentation, review and approval of those
entries. These efforts include:
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Centralization of the development, oversight, and monitoring of
accounting policies and standardized processes in all critical
accounting areas, including areas involving management judgment
and discretion;
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Implementation and clarification of specific accounting and
finance policies, applicable worldwide, regarding the
establishment, increase, and release of accrued liability and
other balance sheet reserve accounts;
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Creation of a revenue recognition accounting resource function
to coordinate complex revenue recognition matters and to provide
oversight and guidance on the design of controls and processes
to enhance and standardize revenue recognition accounting
procedures;
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Improving the processes and procedures around the completion and
review of quarterly management representation letters, in which
our various business and finance leaders make full and complete
representations concerning, and assume accountability for, the
accuracy and integrity of their submitted financial results;
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Extending the time between the end of a financial reporting
period and the public release of financial and operating data
with respect to that period, giving our accounting organization
more time to appropriately process the close of the accounting
records and analyze the reported results prior to public
announcement;
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Enhancing the development, communication, and monitoring of
processes and controls to ensure that appropriate account
reconciliations are performed, documented, and reviewed as part
of standardized procedures; and
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Increasing the focus by the internal audit function and the
Chief Accounting Officer on the review and monitoring of key
accounting processes, including journal entries and supporting
documentation, revenue recognition processes, account
reconciliations, and management representation letter controls
and processes.
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We will implement company-wide training (led by the Chief
Accounting Officer and other finance executives with appropriate
accounting expertise) to enhance awareness and understanding of
standards and principles for accounting and financial reporting.
This training will include:
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Development and communication of an accounting code of conduct
that will serve as a set of guiding principles emphasizing our
commitment to accounting and financial reporting integrity, as
well as transparency and robust and complete communications
with, and disclosures to, internal and external auditors;
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Comprehensive programs for all finance personnel globally (with
initial focus on personnel directly responsible for accounting
and financial reporting) covering all fundamental accounting and
financial reporting matters, including accounting policies,
financial reporting requirements, income statement
classification, revenue recognition, vendor funding, accounting
for reserves and accrued liabilities, and account reconciliation
and documentation requirements; and
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Appropriate programs for other company personnel, including
senior management, to emphasize the importance of accounting and
financial reporting integrity.
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We will invest in the design and implementation of additional
and enhanced information technology systems and user
applications commensurate with the complexity of our business
and our financial reporting requirements. It is expected that
these investments will improve the reliability of our financial
reporting by reducing the need for manual processes, subjective
assumptions, and management discretion; by reducing the
opportunities for errors and omissions; and by decreasing our
reliance on manual controls to detect and correct accounting and
financial reporting inaccuracies.
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We will reemphasize and invigorate our communications to all
Dell employees regarding the availability of our Ethics Hotline,
through which employees at all levels can anonymously submit
information or express concerns regarding accounting, financial
reporting, or other irregularities they have become aware of or
have observed. In addition, these communications will emphasize
the existence and availability of other reporting avenues or
forums for all employees, such as their management chain, their
Human Resources representatives, the Ethics Office, the
Ombudsmans Office, the Legal Department, and direct
contact with the Chief Financial Officer or the Audit Committee.
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The Audit Committee has directed management to develop a
detailed plan and timetable for the implementation of the
foregoing remedial measures (to the extent not already
completed) and will monitor their implementation. In addition,
under the direction of the Audit Committee, management will
continue to review and make necessary changes to the overall
design of our internal control environment, as well as policies
and procedures to improve the overall effectiveness of internal
control over financial reporting.
We believe the remediation measures described above will
remediate the material weaknesses we have identified and
strengthen our internal control over financial reporting. We are
committed to continuing to improve our internal control
processes and will continue to diligently and vigorously review
our financial reporting controls and procedures. As we continue
to evaluate and work to improve our internal control over
financial reporting, we may determine to take additional
measures to address control deficiencies or determine to modify,
or in appropriate circumstances not to complete, certain of the
remediation measures described above.
Evaluation of
Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) are designed to ensure that information
required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in SEC rules and forms and
that such information is accumulated and communicated to
management, including the chief executive officer and the chief
financial officer, to allow timely decisions regarding required
disclosures.
In connection with the preparation of this Report, Dells
management, under the supervision and with the participation of
the current Chief Executive Officer and current Chief Financial
Officer, conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures.
Based on that evaluation, the restatement of previously issued
financial statements described above, and the identification of
certain material weaknesses in internal control over financial
reporting (described above), which we view as an integral part
of our disclosure controls and procedures, our Chief Executive
Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures were not effective as of
August 3, 2007. Nevertheless, based on a number of factors,
including the completion of the Audit Committees
investigation, our internal review that identified certain prior
period adjustments, efforts to remediate the material weaknesses
in internal control over financial reporting described below,
and the performance of additional procedures by management
designed to ensure the reliability of our financial reporting,
we believe that the consolidated financial statements in this
Report fairly present, in all material respects, our financial
position, results of operations, and cash flows as of the dates,
and for the periods, presented, in conformity with GAAP.
Changes in
Internal Control Over Financial Reporting
During the third and fourth quarters, and since the end, of
Fiscal 2007, we have begun the implementation of some of the
remedial measures described above, including
(a) communication, both internally and externally, of our
commitment to a strong control environment, high ethical
standards, and financial reporting integrity; (b) certain
personnel actions; (c) the reorganization of the Finance
Department to separate accounting and financial reporting
responsibility from planning and forecasting responsibility and
to strengthen the Chief Accounting Officer role, giving it
direct and centralized responsibility for all accounting and
financial reporting functions worldwide; (d) the design and
implementation of a
35
comprehensive training program for all Finance Department
personnel; (e) the implementation of more rigorous
period-end financial reporting policies and processes involving
journal-entry approval, supporting documentation, account
reconciliations, and management representation letters;
(f) an increased corporate audit focus on key accounting
controls and processes, including documentation requirements;
(g) extension of the time between the end of reporting
periods and earnings release dates to give the accounting
organization more time to close the books and process and
analyze results; and (h) the design and implementation of a
new internal global ethics awareness campaign, including
refreshed tools, resources, and policies.
In addition to continuing the actions we implemented in the
third and fourth quarters of Fiscal 2007 and the first quarter
of Fiscal 2008, we took the following specific actions in the
second quarter of Fiscal 2008: Implemented certain personnel
actions; began the reorganization of the Finance Department;
appointed a new Chief Accounting Officer and began to strengthen
the position with direct and centralized responsibility for all
accounting and financial reporting functions; designed and began
to implement comprehensive training for Finance Department
personnel; launched new internal global ethics awareness
campaign.
PART II
OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
For a description of our significant legal proceedings, see
Part I Item 3
Legal Proceedings of our Annual
Report on
Form 10-K
for the fiscal year ended February 2, 2007.
For a description of the risk factors affecting our business and
results of operations, see Part I
Item 1A Risk
Factors in our Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuance of
Unregistered Securities
For information regarding our inadvertent failure to register
the issuance of our common stock under certain employee benefit
plans, see Part II
Item 5 Market for
Registrants Common Equity, Related Stockholder Matters,
and Issuer Purchases of Equity Securities Issuance
of Unregistered Securities Certain Employee Benefit
Plan Securities in our Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007.
Purchases of
Common Stock
Cash Payments for
Certain Employee Stock Options
For information regarding of our agreement to pay cash for
certain stock options that expired unexercised, see
Part II Item 5 Market
for Registrants Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities
Purchaser of Common Stock Cash Payments for Certain
Employee Stock Options in our Annual Report on
Form 10-K
for the fiscal year ended February 2, 2007.
Share Repurchase
Program
We have a share repurchase program that authorizes us to
purchase shares of common stock in order to increase shareholder
value and manage dilution resulting from shares issued under our
equity compensation plans. However, we do not currently have a
policy that requires the repurchase of common stock in
conjunction with share-based payment arrangements. As of
August 3, 2007, our share repurchase program authorized the
purchase of shares of common stock at an aggregate cost not to
exceed $30.0 billion, and through that date,
$28.6 billion had been spent to repurchase shares. The
approximate
36
dollar value of shares that may yet be repurchased under the
program is $1.4 billion. We temporarily suspended our share
repurchase program in September 2006 pending completion of the
Audit Committee investigation. Therefore, no shares were
repurchased under this program during the second quarter of
Fiscal 2008. We anticipate recommencing our share repurchase
program in the fourth quarter of Fiscal 2008.
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(a) |
Exhibits See Index to Exhibits below.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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DELL INC.
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/s/ THOMAS
W. SWEET
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Date: October 30, 2007
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Thomas W. Sweet
Vice President, Corporate Finance and
Chief Accounting Officer
(On behalf of the registrant and as
principal accounting officer)
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38
INDEX TO
EXHIBITS
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Exhibit
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No.
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Description of
Exhibit
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3
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.1
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Restated Certificate of Incorporation, filed February 1,
2006 (incorporated by reference to Exhibit 3.3 of
Dells Current Report on
Form 8-K
filed on February 2, 2006, Commission File
No. 0-17017)
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3
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.2
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Restated Bylaws, as amended and effective March 8, 2007
(incorporated by reference to Exhibit 3.1 of Dells
Current Report on
Form 8-K
filed on March 13, 2007, Commission File
No. 0-17017)
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4
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.1
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Indenture, dated as of April 27, 1998, between Dell
Computer Corporation and Chase Bank of Texas, National
Association (incorporated by reference to Exhibit 99.2 of
Dells Current Report on
Form 8-K
filed April 28, 1998, Commission File
No. 0-17017)
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4
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.2
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Officers Certificate pursuant to Section 301 of the
Indenture establishing the terms of Dells
6.55% Senior Notes Due 2008 (incorporated by reference to
Exhibit 99.3 of Dells Current Report on
Form 8-K
filed April 28, 1998, Commission File
No. 0-17017)
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4
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.3
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Officers Certificate pursuant to Section 301 of the
Indenture establishing the terms of Dells
7.10% Senior Debentures Due 2028 (incorporated by reference
to Exhibit 99.4 of Dells Current Report on
Form 8-K
filed April 28, 1998, Commission File
No. 0-17017)
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4
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.4
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Form of Dells 6.55% Senior Notes Due 2008
(incorporated by reference to Exhibit 99.5 of Dells
Current Report on
Form 8-K
filed April 28, 1998, Commission File
No. 0-17017)
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4
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.5
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Form of Dells 7.10% Senior Debentures Due 2028
(incorporated by reference to Exhibit 99.6 of Dells
Current Report on
Form 8-K
filed April 28, 1998, Commission File
No. 0-17017)
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10
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.1*
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Form of Protection of Sensitive Information, Noncompetition and
Nonsolicitation Agreement for Executive Officers (incorporated
by reference to Exhibit 10.1 of Dells Current Report
on
Form 8-K
filed on July 16, 2007, Commission file
No. 0-17017)
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10
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.2*
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Form of Release Agreement between Dell and Current and Former
Executive Officers with respect to Expired Stock Options
(incorporated by reference to Exhibit 10.1 of Dells
Current Report on
Form 8-K
file July 16, 2007, Commission file
No. 0-17017)
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31
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.1
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Certification of Michael S. Dell, President and Chief Executive
Officer, pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
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31
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.2
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Certification of Donald J. Carty, Vice Chairman and Chief
Financial Officer, pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
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.1
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Certifications of Michael S. Dell, Chairman and Chief Executive
Officer, and Donald J. Carty, Vice Chairman and Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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* |
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Identifies an Exhibit that consists of or includes a management
contract or compensatory plan or arrangement. |
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Filed herewith. |
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Furnished herewith. |
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