##### Table of Contents





Form 10-K
  (Mark One)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended:
    January 30, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES 
    EXCHANGE ACT OF 1934For the transition period from
    
    to
   Commission file
    number: 0-17017
  Dell Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

74-2487834(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   One Dell Way, Round Rock, Texas 78682
 (Address of principal executive
    offices) (Zip Code)
  (512) 338-4400
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which
    registeredCommon Stock, par value $.01 per share

The NASDAQ Stock Market LLC   Securities
    Registered Pursuant to Section 12(g) of the Act: None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer
    þ

Accelerated filer
    oNon-accelerated filer
    o
    (do not check if smaller reporting company)

Smaller reporting company
    o
   Rule 12b-2 o þ
  Approximate aggregate market value of the registrants
    common stock held by non-affiliates as of August 1, 2008,
    based upon the closing price reported for such date on The
    NASDAQ Stock Market


$41.8 billionNumber of shares of common stock outstanding as of
    March 13, 2009


1,951,045,734




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DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



PART I

Table of Contents

PageItem 1.

Business


1Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


14Item 2.

Properties


15Item 3.

Legal Proceedings


16Item 4.

Submission of Matters to a Vote of Security
    Holders


16PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


17Item 6.

Selected Financial Data


20Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


48Item 8.

Financial Statements and Supplementary Data


49Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


94Item 9A.

Controls and Procedures


94Item 9B.

Other Information


95PART III




96PART IVItem 15.

Exhibits, Financial Statement Schedules


96Signatures




98Exhibit Index




100Exhibits

(attached to the Report on
    Form 10-K)EX-10.6EX-10.7EX-10.8EX-10.21EX-10.22EX-10.23EX-12.1EX-21EX-23EX-31.1EX-31.2EX-32.1




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This
    report contains forward-looking statements that are based on
    Dells 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.
  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 computer systems (including desktops, notebooks, and x86
    servers), and are based on information provided by IDC Worldwide
    Quarterly PC Tracker, February 17, 2009. Industry share
    data is for the full calendar year 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.
  ITEM 1 
    BUSINESS  General
        Business
    Strategy
    
    Provide great value to customers and partners through direct
    relationships.We are committed to innovating
    without legacy, creating efficient solutions, and providing
    price, performance, and feature leadership across all of our
    businesses. In addition, we will deliver the power of cloud
    computing and connect with our customers through the Internet.
    We are focused on helping customers identify and remove
    unnecessary cost and complexity in IT architecture and
    operations. In addition, we seek to broaden our profit stream to
    capture complementary opportunities in new solutions for
    customers that include search, services, and 3G originations. To
    that end, during Fiscal 2009 we released a broad lineup of
    dedicated virtualization solutions, including software, servers,
    services, and storage. 1




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
    Optimize the balance of liquidity, profitability, and growth
    with a focus on increasing the mix of our product portfolio to
    higher margin products and recurring revenue
    streams.We will balance our mix of products and
    services to increase profitability over time. We are committed
    to shifting our solutions portfolio to higher margin solutions
    and recurring revenue streams in software, servers, services,
    and storage. Our services business has growth opportunities both
    in driving attachment of services onto existing product
    platforms and expanding into new solution offerings. We expect
    to expand our presence in the enterprise solution arena as we
    add more capabilities that are attractive to existing and new
    customers. We are committed to improving our storage and server
    products and services as evidenced by our new building
    IT-as-a-Service solution, an integrated service delivery
    platform that is simple, modular, and flexible, and which
    provides businesses with remote and lifecycle management,
    e-mail
    backup, and software license management, among other services.
    In addition to services, system software presents another
    opportunity for us to further strengthen our portfolio.  Product
    Development
    Products
    and Services
    
    Mobility The
    XPStm

    and
    Alienwaretm

    lines of notebook computers are targeted at customers seeking
    the best experiences and designs available, from sleek, elegant,
    thin, and light notebooks to the highest performance gaming
    systems. In Fiscal 2009, we introduced the new stylish Studio
    line of consumer notebooks with powerful multimedia elements.
    The
    Inspirontm

    line of notebook computers is designed for consumers seeking the
    latest technology and high performance in a stylish and
    affordable package. In Fiscal 2009, we added the 3G enabled
    Mini, a light, highly mobile notebook, to the Inspiron line. The
    Latitudetm

    line is designed to help business, government, and institutional
    customers manage their total cost of ownership through managed
    product lifecycles and the latest offerings in performance,
    security, and communications. The
    Vostrotm

    line is designed to customize technology, services, and
    expertise to suit the specific needs of small businesses. The
    Dell
    Precisiontm

    line of mobile workstations is intended for professional users
    who demand exceptional performance to run sophisticated
    applications. This year, we also had the largest global product
    launch in our companys history with our new
    E-Series
    commercial Latitude and Dell Precision notebooks.
    Desktop PCs The
    XPStm

    and
    Alienwaretm

    lines of desktop computers are targeted at customers seeking the
    best experiences and designs available, from multimedia
    capability to the highest gaming performance. The
    OptiPlextm

    line is designed to help business, government, and institutional
    customers manage their total cost of ownership by offering a
    portfolio of secure, manageable, and stable lifecycle products.
    The
    Inspirontm

    line of desktop computers is designed for mainstream PC users
    requiring the latest features for their productivity and
    entertainment needs. The
    Vostrotm

    line is designed to provide technology and services to suit the
    specific needs of small businesses. In July 2008, we introduced
    the Studio line of compact and stylish consumer desktops, which
    includes the Hybrid, our most power efficient consumer desktop.  tm
 2




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
    Software and Peripherals We offer
    Dell-branded printers and displays and a multitude of
    competitively priced third-party peripheral products, including
    software titles, printers, televisions, notebook accessories,
    networking and wireless products, digital cameras, power
    adapters, scanners, and other products.  
    Software.We sell a wide range of third-party
    software products, including operating systems, business and
    office applications, anti-virus and related security software,
    entertainment software, and products in various other
    categories. In Fiscal 2009, we launched the Dell Download Store,
    an online software store for consumers and
    small-and-medium-sized
    businesses.
    Printers.We offer a wide array of
    Dell-branded printers, ranging from
    all-in-one
    ink jet printers for consumers to large multifunction devices
    for corporate workgroups. In Fiscal 2009, we further expanded
    our product portfolio and launched the worlds smallest
    color laser printer. Dell-branded printers continue to win
    awards for reliability and value.
    Displays.We offer a broad line of branded and
    non-branded display products, including flat panel monitors and
    projectors. We continue to win awards for quality, performance,
    and value across our monitors and projector product lines. The
    M109s
    on-the-go
    projector was the first pocket projector to ship in the industry
    at the end of calendar 2008 and won the prestigious CES
    Innovations 2009 award in January 2009.  
    Servers and Networking Our standards-based
    PowerEdgetm

    line of servers is designed to offer customers affordable
    performance, reliability, and scalability. Options include high
    performance rack, blade, and tower servers for enterprise
    customers and value tower servers for small organizations,
    networks, and remote offices. We also offer customized Dell
    server solutions for very large data center customers. During
    the Fiscal 2009, we released a broad
    line-up of
    dedicated virtualization solutions, including new servers,
    tools, and services. We expect to refresh our servers and
    networking product portfolio in Fiscal 2010.  tm small-to-medium-sized tm
  
    Services Our global services business offers
    a broad range of configurable IT services that help commercial
    customers and channel partners plan, implement, and manage IT
    operations and consumers install, protect, and maintain their
    computer systems and accessories. Our service solutions help
    customers simplify IT, thus maximizing the performance,
    reliability, and cost-effectiveness of IT operations.  
    Infrastructure Consulting Services.Our
    consulting services help customers evaluate, design, and
    implement standards-based IT infrastructures. These
    customer-oriented consulting services are designed to be focused
    and efficient, providing customers access to our experience and
    guidance on how to best architect and operate IT operations.
    Deployment Services.Our deployment services
    simplify and accelerate the deployment of enterprise products
    and computer systems in customers environments. Our
    processes and deployment technologies enable customers to get
    systems up and running quickly and reliably, with minimal
    end-user disruption.
    Asset Recovery and Recycling Services.We
    offer a variety of flexible services for the secure and
    environmentally safe recovery and disposal of owned and leased
    IT equipment. Various options, including resale, recycling,
    donation, redeployment, employee purchase, and lease return,
    help customers retain value while facilitating regulatory
    compliance and minimizing storage costs.
    Training Services.We help customers develop
    the skills and knowledge of key technologies and systems needed
    to increase their productivity. Courses include hardware and
    software training as well as computer system skills and
    professional development classes available through
    instructor-led, virtual, or self-directed online courses.
    Support Services.Our suite of scalable
    support services is designed for IT professionals and end-users
    whose needs range from basic phone support to rapid response and
    resolution of complex problems. We offer flexible levels of
    support that span from desktop and notebook PCs to complex
    servers and storage systems, helping customers maximize uptime
    and stay productive. Our support services include warranty
    services and proactive maintenance offerings to help prevent
    problems as well as rapid response and resolution of problems.
    These services are supported by our network of Global Command
    Centers in the U.S., Ireland, China, Japan, and Malaysia,
    providing rapid,
    around-the-clock
    support for critical commercial systems.
    Managed Services.We offer a full suite of
    managed service solutions for companies who desire outsourcing
    of some or all of their IT management. From planning to
    deployment to ongoing technical support, our managed services
    are modular in nature so that customers can customize a plan
    based on their current and future needs. We can manage a portion
    of their IT tasks or provide an
    end-to-end
    solution. 3




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
    Storage We offer a comprehensive portfolio of
    advanced storage solutions, including storage area networks,
    network-attached storage, direct-attached storage, disk and tape
    backup systems, and removable disk backup. With our advanced
    storage solutions for mainstream buyers, we offer customers
    functionality and value while reducing complexity in the
    enterprise. Our storage systems are easy to deploy, manage, and
    maintain. The flexibility and scalability offered by Dell
    PowerVaulttm,

    Dell
    EqualLogictm,

    and Dell | EMC storage systems help organizations
    optimize storage for diverse environments with varied
    requirements. During the fiscal year, we expanded our storage
    portfolio by adding increasingly flexible storage choices that
    allow customers to grow capacity, add performance and protect
    their data in a more economical manner.  Financial
    Services
    Sales and
    Marketing
  www.dell.com
         4




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Competition
        Manufacturing
    and Materials
    sub-assemblies, sub-assemblies,
      Patents,
    Trademarks, and Licenses
   5




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Employees
      Government
    Regulation and Environment
    Sustainability
   6




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Backlog
    Operating
    Business Segments
      non-U.S. Dell
   7




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Trademarks
    and Service Marks
    Available
    Information
  www.dell.com Form 10-K, Form 10-Q, Form 8-K, www.dell.com/investor 1-800-SEC-0330. www.sec.gov
  Executive
    Officers of Dell
    Name

Age

TitleMichael S. Dell


44


Chairman of the Board and Chief Executive OfficerBradley R. Anderson


49


Senior Vice President, Enterprise Product GroupPaul D. Bell


48


President, Global PublicJeffrey W. Clarke


46


Vice Chairman, Operations and TechnologyAndrew C. Esparza


50


Senior Vice President, Human ResourcesStephen J. Felice


51


President, Global Small and Medium BusinessRonald G. Garriques


45


President, Global ConsumerBrian T. Gladden


44


Senior Vice President and Chief Financial OfficerErin Nelson


39


Vice President, Chief Marketing OfficerStephen F. Schuckenbrock


48


President, Global Large EnterpriseLawrence P. Tu


54


Senior Vice President, General Counsel and Secretary     
    Michael S. Dell Mr. Dell currently
    serves as Chairman of the Board of Directors and Chief Executive
    Officer. He has held the title of Chairman of the Board since he
    founded the Company in 1984. Mr. Dell served as Chief
    Executive Officer of Dell from 1984 until July 2004 and resumed
    that role in January 2007. He serves on the Foundation Board of
    the World Economic Forum, serves on the executive committee of
    the International Business Council, and is a member of the
    U.S. Business Council. He also sits on the governing board
    of the Indian School of Business in Hyderabad, India.
    Bradley R. Anderson Mr. Anderson joined
    us in July 2005 and has served as Senior Vice President,
    Enterprise Product Group since January 2009. In this role, he is
    responsible for worldwide engineering, design, development and
    marketing of Dells enterprise products including servers,
    networking and storage systems. From July 2005 until January
    2009, Mr. Anderson served as Senior Vice President,
    Business Product Group. Prior to joining Dell, Mr. Anderson
    was Senior Vice President and General Manager of the Industry
    Standard Servers business at Hewlett-Packard Company
    (HP), where he was responsible for HPs server
    solutions. Previously, he was Vice President of Server, Storage,
    and Infrastructure for HP, where he led the team responsible for
    server, storage, peripheral, and infrastructure products. Before
    joining HP in 1996, Mr. Anderson held top management
    positions at Cray Research in executive staff, field marketing,
    sales, finance, and corporate marketing. Mr. Anderson
    earned a Bachelor of Science in Petroleum Engineering from Texas
    A&M University and a Master of Business Administration from
    Harvard University. He serves on the Texas A&M Look College
    of Engineering Advisory Council.
    Paul D. Bell Mr. Bell has been with us
    since 1996 and currently serves as President, Global Public. In
    this role he is responsible for leading the teams that help
    governments, education, healthcare and other public
    organizations make full use of Information 8




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Technology. From March 2007 until January 2009, Mr. Bell
    served as Senior Vice President and President, Americas. In this
    role, Mr. Bell is responsible for all sales and customer
    support operations across the Americas region other than our
    consumer business. From February 2000 until March 2007,
    Mr. Bell served as Senior Vice President and President,
    Europe, Middle East, and Africa. Prior to this, Mr. Bell
    served as Senior Vice President, Home and Small Business. Prior
    to joining Dell in July 1996, Mr. Bell was a management
    consultant with Bain & Company for six years,
    including two years as a consultant on our account.
    Mr. Bell received Bachelors degrees in Fine Arts and
    Business Administration from Pennsylvania State University and a
    Master of Business Administration degree from the Yale School of
    Organization and Management.  
    Jeffrey W. Clarke Mr. Clarke currently
    serves as Vice Chairman, Operations and Technology. In this role
    he is responsible for worldwide engineering, design and
    development of Dells business client products, including
    Dell OptiPlex Desktops, Latitude Notebooks and Precision
    Workstations, and production of all company products worldwide.
    From January 2003 until January 2009, Mr. Clarke served as
    Senior Vice President, Business Product Group. Mr. Clarke
    joined Dell in 1987 as a quality engineer and has served in a
    variety of engineering and management roles. In 1995
    Mr. Clarke became the director of desktop development, and
    from November 2001 to January 2003 he served as Vice President
    and General Manager, Relationship Product Group. Mr. Clarke
    received a Bachelors degree in Electrical Engineering from
    the University of Texas at San Antonio.
    Andrew C. Esparza Mr. Esparza joined us
    in 1997 as a director of Human Resources in the Product Group.
    He was named Senior Vice President, Human Resources in March
    2007 and was named an executive officer in September 2007. In
    this role, he is responsible for driving the strategy and
    supporting initiatives to attract, motivate, develop, and retain
    world-class talent in support of our business goals and
    objectives. He also has responsibility for corporate security
    and corporate responsibility on a worldwide basis. He currently
    is an executive sponsor for aDellante, our internal networking
    group responsible for the development of Hispanic employees
    within the company. Prior to joining Dell, he held human
    resource positions with NCR Corporation from 1985 until 1997 and
    Bechtel Power Corporation from 1981 until 1985. Mr. Esparza
    earned a Bachelors degree in Business Administration with
    a concentration in Human Resource Management from San Diego
    State University.
    Stephen J. Felice Mr. Felice
    currently serves as President, Global Small and Medium Business.
    Mr. Felice leads the Dell organization that creates and
    delivers specific solutions and technology to more than
    72 million small and medium-sized businesses globally. From
    March 2007 until January 2009, Mr. Felice served as Senior
    Vice President and President, Asia Pacific-Japan, after having
    served as Vice President, Asia Pacific-Japan since August 2005.
    Mr. Felice was responsible for our operations throughout
    the APJ region, including sales and customer service centers in
    Penang, Malaysia, and Xiamen, China. Mr. Felice joined us
    in February 1999 and has held various executive roles in our
    sales and consulting services organizations. From February 2002
    until July 2005, Mr. Felice was Vice President, Corporate
    Business Group, Dell Americas. Prior to joining Dell,
    Mr. Felice served as Chief Executive Officer and President
    of DecisionOne Corp. Mr. Felice also served as Vice
    President, Planning and Development, with Bell Atlantic Customer
    Services, and he spent five years with Shell Oil in Houston.
    Mr. Felice holds a Bachelors degree in Business
    Administration from the University of Iowa and a Master of
    Business Administration degree from the University of Houston.
    Ronald G. Garriques Mr. Garriques joined
    us in February 2007 as President, Global Consumer Group. In this
    role he is responsible for Dells portfolio of consumer
    products, including desktops, notebooks, software and
    peripherals as well as product design and sales. Before joining
    Dell, Mr. Garriques served in various leadership roles at
    Motorola from February 2001 to February 2007, where he was most
    recently Executive Vice President and President, responsible for
    the Mobile Devices division. He was also Senior Vice President
    and General Manager of the Europe, Middle East, and Africa
    region for the Personal Communications Services division, and
    Senior Vice President and General Manager of Worldwide Products
    Line Management for the Personal Communications Services
    division. Prior to joining Motorola, Mr. Garriques held
    management positions at AT&T Network Systems, Lucent
    Technologies, and Philips Consumer Communications.
    Mr. Garriques holds a Masters degree in Business
    Administration from The Wharton School at the University of
    Pennsylvania, a masters degree in Mechanical Engineering
    from Stanford University, and a Bachelors degree in
    Mechanical Engineering from Boston University.
    Brian T. Gladden Mr. Gladden serves as
    Senior Vice President and Chief Financial Officer
    (CFO). In this role, he is responsible for all
    aspects of Dells finance function including accounting,
    financial planning and analysis, tax, treasury, audit,
    information technology, and investor relations, and is also
    responsible for our global information systems and technology
    structure. Prior to joining Dell in June 2008, Mr. Gladden
    was President and CEO of SABIC Innovative Plastics Holding BV.
    Prior to joining SABIC Innovative Plastics, Mr. Gladden
    spent nearly 20 years with General Electric
    (GE) in a variety of financial and management
    leadership roles. During his career with the company, he served
    as Vice President and General Manager of GE Plastics resin
    business, CFO of GE Plastics and Vice President and CFO of GE
    Medical Systems Healthcare IT business. He was named a GE
    corporate officer in 2002 and 9




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had formerly served on GEs corporate audit staff for five
    years. Mr. Gladden earned a Bachelor of Science degree in
    Business Administration and Finance from Millersville University
    in Millersville, PA.  
    Erin Nelson  Ms. Nelson currently serves
    as Vice President and Chief Marketing Officer (CMO).
    In this role she is responsible for customer relationship
    management, communications, brand strategy, core research and
    analytics, and overall marketing agency management. Before
    becoming CMO in January 2009, Ms. Nelson spent three years
    in Europe, most recently as Vice President of Marketing for
    Dells business in Europe, the Middle East and Africa.
    Since joining Dell in 1999, she has held progressive leadership
    positions in U.S. consumer marketing, U.S. public
    sales, EMEA home and small-business marketing, as well as
    eBusiness. Prior to joining Dell, Ms. Nelson held positions
    in brand management at Procter & Gamble, corporate
    strategy at PepsiCo, and as a management consultant with A.T.
    Kearney. Ms. Nelson earned a Bachelors degree in
    Business Administration with a concentration in International
    Business and Marketing from the University of Texas at Austin.
    Stephen F. Schuckenbrock 
    Mr. Schuckenbrock currently serves as President, Global
    Large Enterprise, leading the delivery of innovative and
    globally consistent Dell solutions and services to the
    worlds largest corporate IT users. Mr. Schuckenbrock
    joined us in January 2007 as Senior Vice President and
    President, Global Services. In September 2007, he assumed the
    additional role of Chief Information Officer, and served in
    those roles until January 2009. In those roles, he was
    responsible for all aspects of our services business, with
    worldwide responsibility for Dell enterprise service offerings,
    and was also responsible for our global information systems and
    technology structure. Prior to joining us,
    Mr. Schuckenbrock served as Co-Chief Operating Officer and
    Executive Vice President of Global Sales and Services for
    Electronic Data Systems Corporation (EDS). Before
    joining EDS in 2003, he was Chief Operating Officer of The Feld
    Group, an information technology consulting organization.
    Mr. Schuckenbrock served as Global Chief Information
    Officer for PepsiCo from 1998 to 2000. Mr. Schuckenbrock
    earned a Bachelors degree in Business Administration from
    Elon University.
    Lawrence P. Tu  Mr. Tu joined us as
    Senior Vice President, General Counsel and Secretary in July
    2004, and is responsible for overseeing Dells global legal
    department, governmental affairs and ethics department. Before
    joining Dell, Mr. Tu served as Executive Vice President and
    General Counsel at NBC Universal for three years. Prior to his
    position at NBC, he was a partner with the law firm of
    OMelveny & Myers LLP, where he focused on
    energy, technology, internet, and media related transactions. He
    also served five years as managing partner of the firms
    Hong Kong office. Mr. Tus prior experience also
    includes serving as General Counsel Asia-Pacific for Goldman
    Sachs, attorney for the U.S. State Department, and law
    clerk for U.S. Supreme Court Justice Thurgood Marshall.
    Mr. Tu holds Juris Doctor and Bachelor of Arts degrees from
    Harvard University, as well as a Masters degree from
    Oxford University, where he was a Rhodes Scholar.  ITEM 1A 
    RISK
    FACTORS    
    Weakening global economic conditions and instability in
    financial markets could harm our business and result in reduced
    net revenue and profitability.We are a global
    company with customers in virtually every business and industry.
    There has been an erosion of global consumer confidence amidst
    concerns over declining asset values, fluctuating energy costs,
    geopolitical issues, the availability and cost of credit, rising
    unemployment, and the stability and solvency of financial
    institutions, financial markets, businesses, and sovereign
    nations. These concerns have slowed global economic growth and
    have resulted in recessions in many countries, including the
    U.S. While these global economic issues persist, there are
    likely to be a number of follow-on effects on our business,
    including customers or potential customers reducing or delaying
    their technology investments, insolvency of key suppliers
    resulting in product delays, counterparty failures negatively
    impacting our treasury operations, the inability of customers to
    obtain credit to finance purchases of our products, and customer
    insolvencies, all of which could reduce demand for our product
    and services, impact our ability to effectively manage inventory
    levels and collect customer receivables, lengthen our cash
    conversion cycle and negatively impact liquidity, and ultimately
    decrease our net revenue and profitability.
    Weakening economic conditions and instability in financial
    markets could harm our financial services
    activities.  Our financial services activities are
    negatively affected in four major ways by the current economic
    environment  spending softness, increasing loan
    delinquencies and defaults, increasing funding costs, and
    reduced availability of funding through securitizations.
    Decreased customer spending directly reduces the potential sales
    revenue that we can seek to finance. Loan delinquencies and
    defaults impact our net credit losses and have been increasing
    for more than a year. If this trend continues, we may need to
    increase our reserves in our customer receivables in the future.
    The debt and securitization markets have been experiencing and
    may continue to experience 10




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extreme volatility and disruption, resulting in higher credit
    spreads in the capital markets and higher funding costs for us,
    as well as reduced availability of funding from securitizing our
    financing receivables.    
    We face strong competition, which may adversely affect our
    market share, revenue, and profitability.  We
    operate in an industry in which there are rapid technological
    advances in hardware, software and service offerings, and face
    aggressive product and price competition from both branded and
    generic competitors. We compete based on our ability to
    profitably offer competitive solutions with the most current and
    desired product features, as well as on customer service,
    quality and reliability. We expect that competition will
    continue to be intense and that our competitors products
    may be less costly, provide better performance or include
    additional features. Our efforts to balance our mix of products
    and services to optimize profitability, liquidity, and growth
    may also put pressure on our industry unit share position in the
    short-term. As we continue to expand globally, we may see new
    and increased competition in different geographic regions. In
    addition, barriers to entry in our businesses generally are low
    and products can be distributed broadly and quickly at
    relatively low cost.    
    Our ability to generate substantial
    non-U.S. net
    revenue faces many additional risks and
    uncertainties.  Sales outside the
    U.S. accounted for approximately 48% of our consolidated
    net revenue in Fiscal 2009. Our future growth rates and success
    are dependent on continued growth outside the U.S., including
    the key developing countries of Brazil, Russia, India, and
    China. Our international operations face many risks and
    uncertainties, including varied local economic and labor
    conditions, political instability, and changes in the regulatory
    environment, trade protection measures, tax laws (including
    U.S. taxes on foreign operations), copyright levies, and
    foreign currency exchange rates. Any of these factors could
    adversely affect our operations and profitability.
    Our profitability may be affected by our product, customer,
    and geographic sales mix and by seasonal sales
    trends.  Our profit margins vary among products,
    customers, and geographies. In addition, our business is subject
    to certain seasonal sales trends. For example, sales to
    government customers (particularly the U.S. federal
    government) are typically stronger in our third fiscal quarter,
    sales in EMEA are often weaker in our third fiscal quarter, and
    consumer sales are typically strongest during our fourth fiscal
    quarter. As a result of these factors, our overall profitability
    for any particular period will be affected by the mix of
    products, customers, and geographies reflected in our sales for
    that period, as well as by seasonal trends.
    Infrastructure failures and breaches in data security could
    harm our business.  We depend on our information
    technology and manufacturing infrastructure to achieve our
    business objectives. If a problem, such as a computer virus,
    intentional disruption by a third party, natural disaster,
    manufacturing failure, telecommunications system failure, or
    lost connectivity impairs our infrastructure, we may be unable
    to book or process orders, manufacture, ship in a timely manner,
    or otherwise carry on our business. An infrastructure disruption
    could damage our reputation and cause us to lose customers and
    revenue, result in the unintentional disclosure of company or
    customer information, and require us to incur significant
    expense to eliminate these problems and address related data
    security concerns. The harm to our business could be even
    greater if it occurs during a period of disproportionately heavy
    demand.
    Our inability to effectively manage product and services
    transitions could reduce the demand for our products and the
    profitability of our operations.  Continuing
    improvements in technology mean frequent new product
    introductions, short product life cycles, and improvement in
    product performance characteristics. In addition, we are
    increasingly sourcing new products and transitioning existing
    products through our original design manufacturing partnerships
    and manufacturing outsourcing relationships in order to generate
    cost efficiencies, deliver products faster and better serve our
    customers in certain segments and geographical areas. These
    product 11




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##### Table of Contents



transitions present execution challenges and risks. If we are
    unable to effectively manage a new product transition, our
    business and results of operations could be unfavorably affected.  
    Our growth strategy depends on our ability to successfully
    transform our sales capability and to add to the scope of our
    product and services offerings.  Our growth
    strategy involves reaching more customers worldwide through new
    distribution channels, such as consumer retail, expanding our
    relationships with value-added resellers, and augmenting select
    areas of our business through targeted acquisitions. Our goal
    continues to be to optimize the balance of liquidity,
    profitability, and growth with a focus on moving the weight of
    the product portfolio to higher margin products and recurring
    revenue streams. Our ability to grow sales of these higher
    margin products, services and solutions depends on our ability
    to successfully transition our sales capabilities and add to the
    breadth of our higher margin offerings through selective
    acquisitions. If we are unable to effectively transition our
    sales capabilities and grow our product and services offerings,
    our business and results of operations could be unfavorably
    affected.
    Disruptions in component or product availability could
    unfavorably affect our performance.  Our
    manufacturing and supply chain efficiencies give us the ability
    to operate with reduced levels of component and finished goods
    inventories. Our financial success is partly due to our supply
    chain management practices, including our ability to achieve
    rapid inventory turns. Because we maintain minimal levels of
    component and product inventories, a disruption in component or
    product availability could harm our financial performance and
    our ability to satisfy customer needs.
    Our reliance on vendors for products and components creates
    risks and uncertainties.  We require a high volume
    of quality products and components from third party vendors. In
    addition, we are continuing to expand our use of original design
    manufacturing partnerships and manufacturing outsourcing
    relationships in order to generate cost efficiencies, deliver
    products faster and better serve our customers in certain
    segments and geographical areas. Our increasing reliance on
    these vendors subjects us to a greater risk of shortages, and
    reduced control over delivery schedules of components and
    products (which can harm efficiencies), as well as a greater
    risk of increases in product and component costs (which can harm
    our profitability). In addition, defective parts and products
    from these vendors could reduce product reliability and harm our
    reputation.
    We could experience manufacturing interruptions, delays, or
    inefficiencies if we are unable to timely and reliably procure
    components and products from single-source or limited-source
    suppliers.  We maintain several single-source or
    limited-source supplier relationships, either because multiple
    sources are not available or the relationship is advantageous
    due to performance, quality, support, delivery, capacity, or
    price considerations. If the supply of a critical single- or
    limited-source product or component is delayed or curtailed, we
    may not be able to ship the related product in desired
    quantities and in a timely manner. Even where multiple sources
    of supply are available, qualification of the alternative
    suppliers and establishment of reliable supplies could result in
    delays and a possible loss of sales, which could harm operating
    results.
    Our business is increasingly dependent on our ability to
    access the capital markets.  We are increasingly
    dependent on access to debt and capital sources to provide
    financing for our customers and to obtain funds in the
    U.S. for general corporate purposes, including share
    repurchases, funding customer receivables, and acquisitions.
    Additionally, we have customer financing relationships with
    companies whose business models rely on accessing the capital
    markets. The inability of these companies to access such markets
    could force us to self-fund transactions or forgo customer
    financing opportunities, potentially harming our financial
    performance. The debt and capital markets have been experiencing
    and may continue to experience extreme volatility and
    disruption. These issues, along with significant write-offs in
    the financial services sector, the re-pricing of credit risk,
    and the current weak economic conditions have made, and will
    likely continue to make, it difficult to obtain funding. The
    cost of accessing debt and capital markets has increased as many
    lenders and institutional investors require higher rates of
    return. Lenders have also tightened lending standards, and
    reduced or ceased their lending to certain borrowers. We believe
    that we will be able to obtain appropriate financing from third
    parties even in light of the current market conditions;
    nevertheless, changes in our credit ratings, deterioration in
    our business performance, or adverse changes in the economy
    could limit our ability to obtain financing from debt or capital
    sources or could adversely affect the terms on which we may be
    able to obtain capital, which could unfavorably affect our net
    revenue and profitability. See Part II 
    Item 7  Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Liquidity and Capital
    Commitments  Liquidity.
    We face risks relating to our internal
    controls.  If management is not successful in
    maintaining a strong internal control environment, material
    weaknesses could reoccur, causing investors to lose confidence
    in our reported financial information. This could lead to a
    decline in our stock price, limit our ability to access the
    capital markets in the future, and require us to incur
    additional costs to improve our internal control systems and
    procedures. 12




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##### Table of Contents




    Unfavorable results of legal proceedings could harm our
    business and result in substantial costs.  We are
    involved in various claims, suits, investigations, and legal
    proceedings that arise from time to time in the ordinary course
    of our business and that are not yet resolved, including those
    that are set forth under Note 10 of Notes to Consolidated
    Financial Statements included in Part II 
    Item 8  Financial Statements and Supplementary
    Data. Additional legal claims or regulatory matters may
    arise in the future and could involve stockholder, consumer,
    antitrust, tax and other issues on a global basis. Litigation is
    inherently unpredictable. Regardless of the merit of the claims,
    litigation may be both time-consuming and disruptive to our
    business. Therefore, we could incur judgments or enter into
    settlements of claims that could adversely affect our operating
    results or cash flows in a particular period. For example, we
    could be exposed to enforcement or other actions with respect to
    the continuing SEC investigation into certain accounting and
    financial reporting matters. In addition, if any infringement or
    other intellectual property claim made against us by any third
    party is successful, or if we fail to develop non-infringing
    technology or license the proprietary rights on commercially
    reasonable terms and conditions, our business, operating
    results, and financial condition could be materially and
    adversely affected.
    The acquisition of other companies may present new
    risks.  We acquire companies as a part of our
    overall growth strategy. These acquisitions may involve
    significant new risks and uncertainties, including distraction
    of management attention away from our current business
    operations, insufficient new revenue to offset expenses,
    inadequate return of capital, integration challenges, new
    regulatory requirements, and issues not discovered in our due
    diligence process. No assurance can be given that such
    acquisitions will be successful and will not adversely affect
    our profitability or operations.
    Failure to properly manage the distribution of our products
    and services may result in reduced revenue and
    profitability.  We use a variety of distribution
    methods to sell our products and services, including directly to
    customers and through select retailers and third-party
    value-added resellers. As we reach more customers worldwide
    through an increasing number of new distribution channels, such
    as consumer retail, and continue to expand our relationships
    with value-added resellers, inventory management becomes more
    challenging and successful demand forecasting becomes more
    difficult. Our inability to properly manage and balance
    inventory levels and potential conflicts among these various
    distribution methods could harm our operating results.
    If our cost cutting measures are not successful, we may
    become less competitive.  A variety of factors
    could prevent us from achieving our goal of better aligning our
    product and service offerings and cost structure with customer
    needs in the current business environment through reducing our
    operating expenses; reducing total costs in procurement, product
    design, and transformation; simplifying our structure; and
    eliminating redundancies. For example, we may experience delays
    in the anticipated timing of activities related to our cost
    savings plans and higher than expected or unanticipated costs to
    implement them. As a result, we may not achieve our expected
    cost savings in the time anticipated, or at all. In such case,
    our results of operations and profitability may be negatively
    impaired, making us less competitive and potentially causing us
    to lose market share.
    Failure to effectively hedge our exposure to fluctuations in
    foreign currency exchange rates and interest rates could
    unfavorably affect our performance.  We utilize
    derivative instruments to hedge our exposure to fluctuations in
    foreign currency exchange rates and interest rates. Some of
    these instruments and contracts may involve elements of market
    and credit risk in excess of the amounts recognized in our
    financial statements.
    We are subject to counterparty default
    risks.  We enter into numerous financing
    arrangements, including foreign currency option contracts and
    forward contracts, with a wide array of bank counterparties. As
    a result, we are subject to the risk that the counterparty to
    one or more of these contracts defaults, either voluntarily or
    involuntarily, on its performance under the contract. In times
    of market distress, a counterparty may default rapidly and
    without notice to us, and we may be unable to take action to
    cover our exposure, either because we lack the contractual
    ability or because market conditions make it difficult to take
    effective action. In the event of a counterparty default, we
    could incur significant losses, which could harm our business,
    results of operations, and financial condition. In the event
    that one of our counterparties becomes insolvent or files for
    bankruptcy, our ability to eventually recover any losses
    suffered as a result of that counterpartys default may be
    limited by the liquidity of the counterparty or the applicable
    legal regime governing the bankruptcy proceeding. In addition,
    our deposits at financial institutions are at risk. As of
    January 30, 2009, approximately 25% of our cash and cash
    equivalents were deposited with two large financial institutions
    rated AA and A. If an institution which is holding our deposits
    fails, we could lose all uninsured funds in those accounts.
    Our continued business success may depend on obtaining
    licenses to intellectual property developed by others on
    commercially reasonable and competitive terms.  If
    we or our suppliers are unable to obtain desirable technology
    licenses, we may be prevented from marketing products; could be
    forced to market products without desirable features; or could
    incur substantial costs to redesign products, defend legal
    actions, or pay damages. While our suppliers may be
    contractually obligated to obtain such licenses and indemnify us
    against such expenses, those suppliers could be unable to meet
    their obligations. In addition, our operating costs could
    increase because of copyright levies or similar fees by rights
    holders and collection agencies in European and other countries.
    For a 13




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##### Table of Contents



description of potential claims related to copyright levies, see
    Note 10 of Notes to Consolidated Financial Statements
    included in Part II 
    Item 8  Financial Statements and Supplementary
    Data  Legal Matters  Copyright
    Levies.  
    Our success depends on our ability to attract, retain, and
    motivate our key employees.  We rely on key
    personnel to support anticipated continued rapid international
    growth and increasingly complex product and service offerings.
    There can be no assurance that we will be able to attract,
    retain, and motivate the key professional, technical, marketing,
    and staff resources we need.
    Loss of government contracts could harm our
    business.  Government contracts are subject to
    future funding that may affect the extension or termination of
    programs and are subject to the right of the government to
    terminate for convenience or non-appropriation. In addition, if
    we violate legal or regulatory requirements, the government
    could suspend or disbar us as a contractor, which would
    unfavorably affect our net revenue and profitability.
    The expiration of tax holidays or favorable tax rate
    structures, or unfavorable outcomes in tax compliance and
    regulatory matters, could result in an increase of our effective
    tax rate in the future.  Portions of our
    operations are subject to a reduced tax rate or are free of tax
    under various tax holidays that expire in whole or in part
    during Fiscal 2010 through Fiscal 2018. Many of these holidays
    may be extended when certain conditions are met, or terminated
    if certain conditions are not met. If they are not extended, or
    if we fail to satisfy the conditions of the reduced tax rate,
    then our effective tax rate would increase in the future. Our
    effective tax rate could also increase if our geographic sales
    mix changes. We are under audit in various tax jurisdictions. An
    unfavorable outcome in certain of these matters could result in
    a substantial increase to our tax expense. In addition, changes
    in tax laws (including U.S. taxes on foreign operations)
    could adversely affect our operations and profitability.
    Current environmental laws, or laws enacted in the future,
    may harm our business.  Our operations are subject
    to environmental regulation in all of the areas in which we
    conduct business. Our product design and procurement operations
    must comply with new and future requirements relating to the
    materials composition, energy efficiency and collection,
    recycling, treatment, and disposal of our electronics products,
    including restrictions on lead, cadmium, and other substances.
    If we fail to comply with the rules and regulations regarding
    the use and sale of such regulated substances, we could be
    subject to liability. While we do not expect that the impact of
    these environmental laws and other similar legislation adopted
    in the U.S. and other countries will have a substantial
    unfavorable impact on our business, the costs and timing of
    costs under environmental laws are difficult to predict.
    Armed hostilities, terrorism, natural disasters, or public
    health issues could harm our business.  Armed
    hostilities, terrorism, natural disasters, or public health
    issues, whether in the U.S. or abroad, could cause damage
    or disruption to us, our suppliers or customers, or could create
    political or economic instability, any of which could harm our
    business. These events could cause a decrease in demand for our
    products, could make it difficult or impossible for us to
    deliver products or for our suppliers to deliver components, and
    could create delays and inefficiencies in our supply chain.  ITEM 1B 
    UNRESOLVED
    STAFF COMMENTS   14




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##### Table of Contents



ITEM 2 
    PROPERTIES      Americas Properties
  Description


Principal Locations


Owned (square feet)


Leased (square feet)Headquarters



n Round
    Rock, Texas


2.1 million


-Business
    Centers(a)



n Brazil - El Dorado Do Suln Oklahoma - Oklahoma Cityn Panama - Panama Cityn Tennessee - Nashvillen Texas - Austin and Round Rock


1.1 million


1.0 millionManufacturing
    and Distribution



n Brazil - Hortolândian Florida - Miami (Alienware)n North Carolina - Winston-Salemn Tennessee - Lebanon and Nashvillen Texas - Austin


2.6 million


100,000Design Centers



n Texas - Austin and Round Rockn New Hampshire - Nashuan California - San Jose


700,000


100,000
   EMEA Properties
  Description


Principal Locations


Owned (square feet)


Leased (square feet)Business
    Centers(a)



n England - Bracknelln Germany - Hallen France - Montpelliern Ireland - Dublin and Limerickn Morocco - Casablancan Slovakia - Bratislava


500,000


1.5 millionManufacturing
    and Distribution



n Ireland - Limerick and Athlone (Alienware)n Poland - Lodz


1.0 million


-
  15




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##### Table of Contents



APJ Properties
  Description


Principal Locations


Owned (square feet)


Leased (square feet)Business
    Centers(a)



n China - Dalian and Xiamenn India -  Bangalore, Gurgaon, Hyderabad, and Mohalin Japan - Kawasakin Malaysia - Penang and Kuala Lumpurn Philippines - Metro Manila


300,000


3.2 millionManufacturing
    and Distribution



n China - Xiamen
n Malaysia - Penang
n India - Chennai


1.1 million


-Design Centers



n China - Shanghain India - Bangaloren Singaporen Taiwan - Taipei


-


500,000
     (a)
    Business center locations include
    facilities with capacity greater than 1,000 people.
    Operations within these centers include sales, technical
    support, administrative, and support functions. Locations of
    smaller business centers are not listed; however, the smaller
    centers are included in the square footage.      ITEM 3 
    LEGAL
    PROCEEDINGS    ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   16




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##### Table of Contents



PART II ITEM 5  MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Holders
    Dividends
    Redeemable
    Common Stock
   17




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##### Table of Contents



Purchases
    of Common Stock
  Share
    Repurchase Program
    Total


ApproximateNumber of


Dollar ValueShares


of Shares thatRepurchased


May Yet Beas Part of


RepurchasedTotal Number


Average


Publicly


Under theof Shares


Price Paid


Announced


AnnouncedPeriod

Repurchased


per Share


Plans


Plans(in millions)Repurchases from November 1, 2008
    through November 28, 2008


-



N/A



-


$
4,545Repurchases from November 29, 2008
    through December 26, 2008


-



N/A



-


$
4,545Repurchases from December 27, 2008
    through January 30, 2009*


78,715


$
22.23



78,715


$
4,543Total


78,715


$
22.23



78,715
     *
    All shares were repurchased as a
    part of our registered rescission offer described above under
    Redeemable Common Stock. 18




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##### Table of Contents



Stock
    Performance Graph
    
  2004


2005


2006


2007


2008


2009Dell Inc.


100.00



122.79



87.50



70.33



60.86



28.41S&P 500


100.00



106.23



117.26



134.28



131.17



80.50Dow Jones US Computer Hardware


100.00



107.65



123.03



140.85



146.69



95.63  19




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##### Table of Contents



ITEM 6 
    SELECTED
    FINANCIAL DATA    Form 10-K
  Fiscal Year EndedJanuary 30,


February 1,


February 2,


February 3,


January 28,2009(a)


2008(a)


2007(a)


2006(b)


2005(c)(in millions, except per share data)Results of Operations:Net revenue

$
61,101


$
61,133


$
57,420


$
55,788


$
49,121Gross margin

$
10,957


$
11,671


$
9,516


$
9,891


$
9,018Operating income

$
3,190


$
3,440


$
3,070


$
4,382


$
4,206Income before income taxes

$
3,324


$
3,827


$
3,345


$
4,608


$
4,403Net income

$
2,478


$
2,947


$
2,583


$
3,602


$
3,018Earnings per common share:Basic

$
1.25


$
1.33


$
1.15


$
1.50


$
1.20Diluted

$
1.25


$
1.31


$
1.14


$
1.47


$
1.18Number of weighted-average shares outstanding:Basic


1,980



2,223



2,255



2,403



2,509Diluted


1,986



2,247



2,271



2,449



2,568Cash Flow & Balance Sheet Data:Net cash provided by operating activities

$
1,894


$
3,949


$
3,969


$
4,751


$
5,821Cash, cash equivalents and investments

$
9,546


$
9,532


$
12,445


$
11,756


$
14,101Total assets

$
26,500


$
27,561


$
25,635


$
23,252


$
23,318Short-term borrowings

$
113


$
225


$
188


$
65


$
74Long-term debt

$
1,898


$
362


$
569


$
625


$
662Total stockholders equity

$
4,271


$
3,735


$
4,328


$
4,047


$
6,412
     (a)
    Results for Fiscal 2009, Fiscal
    2008, and Fiscal 2007 include stock-based compensation expense
    pursuant to Statement of Financial Accounting Standards
    No. 123 (revised 2004), Share-Based Payment
    (SFAS 123(R)). See Note 5 of Notes to
    Consolidated Financial Statements included in
    Part II  Item 8  Financial
    Statements and Supplementary Data.(b)
    Results for Fiscal 2006 include
    charges aggregating $421 million ($338 million of
    other product charges and $83 million in selling, general
    and administrative expenses) related to the cost of servicing or
    replacing certain
    OptiPlextmsystems that included a vendor part that failed to perform to
    our specifications, workforce realignment, product
    rationalizations, excess facilities, and a write-off of goodwill
    recognized in the third quarter. The related tax effect of these
    items was $96 million. Fiscal 2006 also includes an
    $85 million income tax benefit related to a revised
    estimate of taxes on the repatriation of earnings under the
    American Jobs Creation Act of 2004 recognized in the second
    quarter.(c)
    Results for Fiscal 2005 include an
    income tax charge of $280 million related to the
    repatriation of earnings under the American Jobs Creation Act of
    2004 recorded in the fourth quarter.  20




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##### Table of Contents



ITEM 7 
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS  SPECIAL NOTE:  This section,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations, contains
    forward-looking statements that are 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. This section should be read in conjunction with
    Part II  Item 8  Financial
    Statements and Supplementary Data.
  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 computer systems (including desktops, notebooks, and x86
    servers), and are based on information provided by IDC Worldwide
    Quarterly PC Tracker, February 17, 2009. Industry share
    data is for the calendar year 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.
  Overview
  Our
    Company
          any-to-any
  
    Global Consumer In the first quarter of
    Fiscal 2009, we realigned our management and financial reporting
    structure to focus on worldwide sales to individual consumers
    and retailers as a part of an internal consolidation of our
    consumer business. Our global consumer business sells to
    customers through our on-line store at www.dell.com, over
    the phone, and through our retail channel. The global
    consolidation of this business has improved our global sales
    execution and coverage through better customer alignment,
    targeted sales force investments in rapidly growing countries,
    and improved marketing tools. We are also designing new,
    innovative products with faster development cycles and
    competitive features including the new Studio line of notebooks,
    which allow consumers greater personalization and self
    expression. Finally, we have rapidly expanded our retail
    business in order to reach more consumers. 21




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##### Table of Contents




    Enterprise In the enterprise, our
    solution mission is to help companies of all sizes simplify
    their IT environments. The complete solution includes servers,
    storage, services, and software. At the core of this
    simplification is the problem with complexity in IT architecture
    and operations developed over decades and ineffective services
    models that create unnecessary complexity and cost. We are
    focused on helping customers identify and remove this
    unnecessary cost and complexity. This year we have strengthened
    our storage portfolio with expanded EqualLogic solutions, new
    PowerVault storage products, and fourth generation
    Dell ï EMC
    storage systems. We also invested in power and cooling solutions
    for our data center platforms, including blade servers, and as a
    result we have become the industry leader in server
    virtualization, power, and cooling performance.
    Notebooks Our goal is to reclaim
    notebook leadership by creating the best products while
    shortening our development cycle and being the most innovative
    developer of notebooks. To help meet this goal, we have
    separated our consumer and commercial design functions to drive
    greater focus on our product development process. According to
    IDC data, the sale of notebook units globally outpaced that of
    desktops for the first time during the third quarter of calendar
    2008; this trend is expected to continue into the future. In the
    third quarter of Fiscal 2009, we introduced a new addition to
    our Dell Inspiron products with our new 3G enabled Inspiron
    Mini. In the fourth quarter of Fiscal 2009, we launched our new
    Studio XPS 13, Studio XPS 16, and Inspiron 15 notebooks for
    consumers, and we introduced our Latitude XT2 convertible tablet
    for our commercial customers. This year, we also had the largest
    global product launch in our companys history with our new
    E-Series
    commercial Latitude and Dell Precision notebooks. We expect to
    continue to launch a number of new notebook products throughout
    Fiscal 2010, targeting various price and performance bands.
    Small and Medium Business We are focused
    on providing small and medium businesses with the simplest and
    most complete IT solution, customized for their needs, by
    extending our channel direct program (PartnerDirect) and
    expanding our offerings to mid-sized businesses. We are
    committed to improving our storage products and services as
    evidenced by our new building IT-as-a-Service solution, which
    provides businesses with remote and lifecycle management,
    e-mail
    backup, and software license management.
    Emerging countries We are focused on and
    investing resources in emerging countries with an emphasis on
    Brazil, Russia, India, and China (BRIC), where we
    expect significant growth to occur over the next several years.
    We are also creating customized products and services to meet
    the preferences and demands of individual countries and various
    regions, including the new Vostro A notebooks and desktops
    designed specifically for cost sensitive growing businesses in
    emerging economies.    Result
    of Operations
  Consolidated
    Operations
    Fiscal Year EndedJanuary 30, 2009

February 1, 2008

February 2, 2007% of







% of







% ofDollars


Revenue


% Change

Dollars


Revenue


% Change

Dollars


Revenue(in millions, except per share amounts and percentages)Net revenue

$
61,101



100.0%


(0%)

$
61,133



100.0%


6%

$
57,420



100.0%Gross margin

$
10,957



17.9%


(6%)

$
11,671



19.1%


23%

$
9,516



16.6%Operating expenses

$
7,767



12.7%


(6%)

$
8,231



13.5%


28%

$
6,446



11.2%Operating income

$
3,190



5.2%


(7%)

$
3,440



5.6%


12%

$
3,070



5.4%Income tax provision

$
846



1.4%


(4%)

$
880



1.4%


16%

$
762



1.3%Net income

$
2,478



4.1%


(16%)

$
2,947



4.8%


14%

$
2,583



4.5%Earnings per share  diluted

$
1.25



N/A


(5%)

$
1.31



N/A


15%

$
1.14



N/A   Share Position 
 22




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##### Table of Contents



Fiscal
    2009 compared to Fiscal 2008
    Net Revenue  year-over-year year-over-year. year-over-year year-over-year
  year-over-year.
  year-over-year year-over-year,
    Operating Income  year-over-year
  Net Income  year-over-year year-over-year
 23




---



##### Table of Contents



Fiscal
    2008 compared to Fiscal 2007
  Net Revenue  year-over-year year-over-year. year-over-year
  year-over-year, year-over-year
    Operating Income  year-over-year
  Net Income  year-over-year year-over-year
  Revenues
    by Segment
       24




---



##### Table of Contents



Fiscal Year EndedJanuary 30, 2009

February 1, 2008

February 2, 2007% of





% of





% ofDollars

Revenue

% Change

Dollars

Revenue

% Change

Dollars

Revenue(in millions, except percentages)Net revenue:Americas Commercial

$
28,614



47
%


(5%
)

$
29,981



49
%


6%


$
28,289



49
%EMEA Commercial


13,617



22
%


0%



13,607



22
%


15%



11,842



21
%APJ Commercial


7,341



12
%


2%



7,167



12
%


15%



6,223



11
%Global Consumer


11,529



19
%


11%



10,378



17
%


(6%
)


11,066



19
%Net revenue

$
61,101



100
%


(0%
)

$
61,133



100
%


6%


$
57,420



100
%   Fiscal
    2009 compared to Fiscal 2008
  Americas Commercial  year-over-year Year-over-year, year-over-year
  EMEA Commercial year-over-year year-over-year year-over-year. year-over-year. year-over-year
  APJ Commercial year-over-year year-over-year, year-over-year year-over-year
  Global Consumer year-over-year year-over-year
 25




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##### Table of Contents



year-over-year
  Fiscal
    2008 compared to Fiscal 2007
  Americas Commercial  year-over-year.
  EMEA Commercial  year-over-year year-over-year
  APJ Commercial year-over-year. tm
  Global Consumer year-over-year
    Revenue
    by Product and Services Categories
    Fiscal Year EndedJanuary 30, 2009


February 1, 2008


February 2, 2007% of








% of








% ofDollars


Revenue


% Change


Dollars


Revenue


% Change


Dollars


Revenue(in millions, except percentages)Net revenue:Mobility

$
18,638



31
%


7
%

$
17,423



28
%


13
%

$
15,480



27
%Desktop PCs


17,244



29
%


(12
%)


19,573



32
%


(1
%)


19,815



34
%Software and peripherals


10,603



17
%


7
%


9,908



16
%


10
%


9,001



16
%Servers and networking


6,275



10
%


(3
%)


6,474



11
%


12
%


5,805



10
%Services


5,715



9
%


7
%


5,320



9
%


5
%


5,063



9
%Storage


2,626



4
%


8
%


2,435



4
%


8
%


2,256



4
%Net revenue

$
61,101



100
%


(0
%)

$
61,133



100
%


6
%

$
57,420



100
%  26




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##### Table of Contents



Fiscal
    2009 compared to Fiscal 2008
  Mobility year-over-year year-over-year year-over-year tm
  tm tm tm
  Desktop PCs  year-over-year year-over-year year-over-year tm
  Software and Peripherals  year-over-year year-over-year year-over-year
  Servers and Networking  year-over-year year-over-year
  Services  year-over-year year-over-year
 27




---



##### Table of Contents



year-over-year year-over-year
  Storage  year-over-year Year-over-year year-over-year
  Fiscal
    2008 compared to Fiscal 2007
  Mobility year-over-year year-over-year, year-over-year tm tm tm tm sub-four
  Desktop PCs  year-over-year tm
  Software and Peripherals  year-over-year. year-over-year
  Servers and Networking  year-over-year year-over-year year-over-year
 28




---



##### Table of Contents



Services  year-over-year
  Storage  ï
  Gross
    Margin
    Fiscal Year EndedJanuary 30, 2009


February 1, 2008


February 2, 2007% of


%





% of


%





% ofDollars


Revenue


Change


Dollars


Revenue


Change


Dollars


Revenue(in millions, except percentages)Net revenue

$
61,101



100.0
%


(0%
)

$
61,133



100.0
%


6%


$
57,420



100.0
%Gross margin

$
10,957



17.9
%


(6%
)

$
11,671



19.1
%


23%


$
9,516



16.6
%   Fiscal
    2009 compared to Fiscal 2008
  year-over-year
     29




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##### Table of Contents



Fiscal
    2008 compared to Fiscal 2007
    Operating
    Expenses
    Fiscal Year EndedJanuary 30, 2009


February 1, 2008


February 2, 2007% of


%





% of


%





% ofDollars


Revenue


Change


Dollars


Revenue


Change


Dollars


Revenue(in millions, except percentages)Operating expenses:Selling, general, and administrative

$
7,102



11.6
%


(6%
)

$
7,538



12.4
%


27%


$
5,948



10.3
%Research, development, and engineering


663



1.1
%


9%



610



1.0
%


22%



498



0.9
%In-process research and development


2



0.0
%


(98%
)


83



0.1
%


N/A



-



-Operating expenses

$
7,767



12.7
%


(6%
)

$
8,231



13.5
%


28%


$
6,446



11.2
%   Fiscal
    2009 compared to Fiscal 2008
  Selling, General, and Administrative
  Research, Development, and Engineering
  In-Process Research and Development
 30




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##### Table of Contents



Fiscal
    2008 compared to Fiscal 2007
  Selling, General, and Administrative
  Research, Development, and Engineering
  Operating
    Income
  Fiscal
    2009 compared to Fiscal 2008
  year-over-year year-over-year
  Americas Commercial  year-over-year. year-over-year year-over-year
  EMEA Commercial  year-over-year
  APJ Commercial year-over-year year-over-year
  Global Consumer year-over-year year-over-year
 31




---



##### Table of Contents



year-over-year
  Fiscal
    2008 compared to Fiscal 2007
  year-over-year
  Americas Commercial  year-over-year, year-over-year year-over-year
  EMEA Commercial 
  APJ Commercial year-over-year year-over-year
  Global Consumer year-over-year
  Stock-Based
    Compensation
    in-the-money
  Share-Based
    Payment (SFAS 123(R))
    out-of-the-money
 32




---



##### Table of Contents



Form 10-K in-the-money in-the-money
  Investment
    and Other Income, net
    Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Investment and other income, net:Investment income, primarily interest

$
180


$
496


$
368(Losses) gains on investments, net


(10
)


14



(5
)Interest expense


(93
)


(45
)


(45
)CIT minority interest


-



(29
)


(23
)Foreign exchange


115



(30
)


(37
)Gain on sale of building


-



-



36Other


(58
)


(19
)


(19
)Investment and other income, net

$
134


$
387


$
275
   year-over-year other-than-temporarily year-over-year year-over-year
  year-over-year
   33




---



##### Table of Contents



Income
    Taxes
      Accounting for Uncertainty in
    Income Taxes  an Interpretation of FASB
    Statement No. 109 Accounting for Income Taxes
      Out of
    Period Adjustments
   34




---



##### Table of Contents



Accounts
    Receivable
    Financing
    Receivables
       
  year-over-year
     35




---



##### Table of Contents



Current
    Market Conditions
    
    Diversified financial partner exposure.
    Monitored the financial health of our supplier base.
    Tightened requirements for customer credit.
    Monitored the risk concentration of our cash and cash
    equivalents balance.
    Continued to monitor our balance sheet exposure, primarily trade
    accounts receivable and financing receivables, to ensure that we
    do not have significant concentrations of risk with any single
    customer or industry group. As of January 30, 2009, no
    single industry group or specific customer represented more than
    10% of our trade accounts or financing receivables balance.
    Updated our second quarter analysis of potential triggering
    events for goodwill and intangible asset impairment in the
    fourth quarter of Fiscal 2009. Based on this analysis, we
    concluded that there was no evidence that would indicate an
    impairment of goodwill or intangible assets.
    Changed our investment strategy to hold securities with shorter
    durations.
    Continued to monitor the effectiveness of our foreign currency
    hedging program.    Market
    Risk
    Foreign
    Currency Hedging Activities
    one-day Value-at-Risk Value-at-Risk.
 36




---



##### Table of Contents



Cash and
    Investments
      A-1
  other-than-temporarily other-than-temporarily available-for-sale
  other-than-temporary other-than-temporary other-than-temporary other-than-temporarily
  Fair Value Measurements
 37




---



##### Table of Contents



Debt
    January 30,


February 1,2009


2008(in millions)Long-term debt:Indenture:$600 million issued on April 17, 2008 at 4.70% due
    April 2013 with interest payable April 15 and October 15

$
599


$
-$500 million issued on April 17, 2008 at 5.65% due
    April 2018 with interest payable April 15 and October 15


499



-$400 million issued on April 17, 2008 at 6.50% due
    April 2038 with interest payable April 15 and October 15


400



-Senior Debentures$300 million issued on April 1998 at 7.10% due April 2028
    with interest payable April 15 and October 15 (includes the
    impact of interest rate swaps)


400



359Senior Notes$200 million issued on April 1998 at 6.55% due April 2008
    with interest payable April 15 and October 15 (includes fair
    value adjustment related to SFAS 133)


-



2011,898



560Other


-



2Less current portion


-



(200
)Total long-term debt

$
1,898


$
362
        38




---



##### Table of Contents



Accounting for Derivative
    Instruments and Hedging Activities, as amended
        A-1, P-1,
  Off-Balance
    Sheet Arrangements
  Asset Securitization
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities
 39




---



##### Table of Contents



Liquidity,
    Capital Commitments, and Contractual Cash Obligations
  Liquidity
     40




---



##### Table of Contents



Fiscal Year EndedJanuary 30,


February 1,2009


2008(in millions)Cash, cash equivalents, and investments:Cash and cash equivalents

$
8,352


$
7,764Debt securities


1,079



1,657Equity and other securities


115



111Cash, cash equivalents, and investments

$
9,546


$
9,532
       Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Net change in cash from:Operating activities

$
1,894


$
3,949


$
3,969Investing activities


177



(1,763
)


1,003Financing activities


(1,406
)


(4,120
)


(2,551
)Effect of exchange rate changes on cash and cash equivalents


(77
)


152



71Net increase (decrease) in cash and cash equivalents

$
588


$
(1,782
)

$
2,492
   Operating Activities
 41




---



##### Table of Contents



Key Performance Metrics
    January 30,

February 1,

February 2,2009

2008

2007Days of sales
    outstanding(a)


35


36


31Days of supply in
    inventory(b)


7


8


5Days in accounts
    payable(c)


(67)


(80)


(78)Cash conversion cycle


(25)


(36)


(42)
     (a)
    
    Days of sales outstanding
    (DSO) calculates the average collection period of
    our receivables. DSO is based on the ending net trade
    receivables and the most recent quarterly revenue for each
    period. DSO also includes the effect of product costs related to
    customer shipments not yet recognized as revenue that are
    classified in other current assets. DSO is calculated by adding
    accounts receivable, net of allowance for doubtful accounts, and
    customer shipments in transit and dividing that sum by average
    net revenue per day for the current quarter (90 days). At
    January 30, 2009, February 1, 2008, and
    February 2, 2007, DSO and days of customer shipments not
    yet recognized were 31 and 4 days, 33 and 3 days, and
    28 and 3 days, respectively.(b)
    
    Days of supply in inventory
    (DSI) measures the average number of days from
    procurement to sale of our product. DSI is based on ending
    inventory and most recent quarterly cost of sales for each
    period. DSI is calculated by dividing inventory by average cost
    of goods sold per day for the current quarter (90 days).(c)
    
    Days in accounts payable
    (DPO) calculates the average number of days our
    payables remain outstanding before payment. DPO is based on
    ending accounts payable and most recent quarterly cost of sales
    for each period. DPO is calculated by dividing accounts payable
    by average cost of goods sold per day for the current quarter
    (90 days).    two-day
    Investing Activities 
  Financing Activities
 42




---



##### Table of Contents



year-over-year
  year-over-year
    Capital
    Commitments
  Share Repurchase Program
    Capital Expenditures
  Restricted Cash
 43




---



##### Table of Contents



Contractual
    Cash Obligations
    Payments Due by PeriodFiscal


Fiscal 2011-


Fiscal 2013-Total


2010


2012


2014


Beyond(in millions)Contractual cash obligations:Debt

$
1,797


$
2


$
-


$
600


$
1,195Operating leases


458



89



140



76



153Commercial paper


100



100



-



-



-Advances under credit facilities


12



12



-



-



-Purchase obligations


787



590



196



1



-Interest


1,578



104



208



193



1,073Current portion of uncertain tax
    positions(a)


6



6



-



-



-Contractual cash obligations

$
4,738


$
903


$
544


$
870


$
2421     (a)
    
    The current portion of uncertain
    tax positions does not include approximately $1.7 billion
    in additional liabilities associated with uncertain tax
    positions that are not expected to be liquidated in Fiscal 2010.
    We are unable to reliably estimate the expected payment dates
    for these additional non-current liabilities.  Debt
  Operating Leases
  Commercial Paper
  Advances Under Credit Facilities
  Purchase Obligations
  sub-assemblies
 44




---



##### Table of Contents



Interest
  Risk
    Factors Affecting Our Business and Prospects
    
    weakening global economic conditions and instability in
    financial markets;
    strong competition;
    our ability to generate substantial
    non-U.S. net
    revenue;
    our ability to accurately predict product, customer, and
    geographic sales mix and seasonal sales trends;
    information technology and manufacturing infrastructure failures;
    our ability to effectively manage periodic product transitions;
    our ability to successfully transform our sales capabilities and
    add to our product and service offerings;
    disruptions in component or product availability;
    our reliance on vendors;
    our reliance on third-party suppliers for quality product
    components, including reliance on several single-sourced or
    limited-sourced suppliers;
    our ability to access the capital markets;
    risks relating to our internal controls;
    unfavorable results of legal proceedings;
    our acquisition of other companies;
    our ability to properly manage the distribution of our products
    and services;
    our cost cutting measures;
    effective hedging of our exposure to fluctuations in foreign
    currency exchange rates and interest rates;
    risks related to counterparty default;
    obtaining licenses to intellectual property developed by others
    on commercially reasonable and competitive terms;
    our ability to attract, retain, and motivate key personnel;
    loss of government contracts;
    expiration of tax holidays or favorable tax rate structures or
    unfavorable outcomes in tax compliance and regulatory matters;
    changing environmental laws; and
    the effect of armed hostilities, terrorism, natural disasters,
    and public health issues.    Critical
    Accounting Policies
   45




---



##### Table of Contents



Revenue Recognition and Related Allowances and/or 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent.
    EITF 01-09.
    Business Combinations and Intangible Assets Including
    Goodwill
    Warranty
 46




---



##### Table of Contents



Income Taxes
  Stock-Based Compensation
      Loss Contingencies
  Recently
    Issued and Adopted Accounting Pronouncements
  Fair
    Value Measurements 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2),
  No. FAS 157-3 Determining the Fair Value of a Financial Asset When
    the Market for that Asset is Not Active FAS 157-3), FAS 157-3
 47




---



##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial Liabilities
  Recently
    Issued Accounting Pronouncements
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133 , Accounting for
    Derivative Instruments and Hedging Activities
  ITEM 7A 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   48




---



##### Table of Contents



ITEM 8 
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageFinancial Statements:Report of Independent Registered Public
    Accounting Firm


50Consolidated Statements of Financial Position at
    January 30, 2009 and February 1, 2008


51Consolidated Statements of Income for the fiscal
    years ended January 30, 2009, February 1, 2008, and
    February 2, 2007


52Consolidated Statements of Cash Flows for the
    fiscal years ended January 30, 2009, February 1, 2008,
    and February 2, 2007


53Consolidated Statements of Stockholders
    Equity for the fiscal years ended January 30, 2009,
    February 1, 2008, and February 2, 2007


54Notes to Consolidated Financial Statements


55Financial Statement Schedule:Schedule II  Valuation and
    Qualifying Accounts for the fiscal years ended January 30,
    2009, February 1, 2008, and February 2, 2007


97All other schedules are omitted because they are not applicable.  49




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework
             50




---



##### Table of Contents



DELL
    INC.
    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
    (in millions)  January 30,


February 1,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
8,352


$
7,764Short-term investments


740



208Accounts receivable, net


4,731



5,961Financing receivables, net


1,712



1,732Inventories, net


867



1,180Other current assets


3,749



3,035Total current assets


20,151



19,880Property, plant, and equipment, net


2,277



2,668Investments


454



1,560Long-term financing receivables, net


500



407Goodwill


1,737



1,648Purchased intangible assets, net


724



780Other non-current assets


657



618Total assets

$
26,500


$
27,561LIABILITIES AND EQUITYCurrent liabilities:Short-term debt

$
113


$
225Accounts payable


8,309



11,492Accrued and other


3,788



4,323Short-term deferred service revenue


2,649



2,486Total current liabilities


14,859



18,526Long-term debt


1,898



362Long-term deferred service revenue


3,000



2,774Other non-current liabilities


2,472



2,070Total liabilities


22,229



23,732Commitments and contingencies (Note 10)Redeemable common stock and capital in excess of $.01 par
    value; shares issued and outstanding: 
    0 and 4, respectively (Note 4)


-



94Stockholders equity:Preferred stock and capital in excess of $.01 par value;
    shares authorized: 5,000; shares issued and outstanding: none


-



-Common stock and capital in excess of $.01 par value;
    shares authorized: 7,000; shares issued: 3,338 and 3,320,
    respectively; shares outstanding: 1,944 and 2,060, respectively


11,189



10,589Treasury stock at cost: 919 and 785 shares, respectively


(27,904
)


(25,037
)Retained earnings


20,677



18,199Accumulated other comprehensive income (loss)


309



(16
)Total stockholders equity


4,271



3,735Total liabilities and equity

$
26,500


$
27,561    51




---



##### Table of Contents



DELL
    INC.
    CONSOLIDATED STATEMENTS OF INCOME
    (in millions, except per share amounts)  Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007Net revenue

$
61,101


$
61,133


$
57,420Cost of net revenue


50,144



49,462



47,904Gross margin


10,957



11,671



9,516Operating expenses:Selling, general, and administrative


7,102



7,538



5,948In-process research and development


2



83



-Research, development, and engineering


663



610



498Total operating expenses


7,767



8,231



6,446Operating income


3,190



3,440



3,070Investment and other income, net


134



387



275Income before income taxes


3,324



3,827



3,345Income tax provision


846



880



762Net income

$
2,478


$
2,947


$
2,583Earnings per common share:Basic

$
1.25


$
1.33


$
1.15Diluted

$
1.25


$
1.31


$
1.14Weighted-average shares outstanding:Basic


1,980



2,223



2,255Diluted


1,986



2,247



2,271    52




---



##### Table of Contents



DELL
    INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions)  Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007Cash flows from operating activities:Net income

$
2,478


$
2,947


$
2,583Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


769



607



471Stock-based compensation


418



329



368In-process research and development charges


2



83



-Effects of exchange rate changes on monetary assets and
    liabilities denominated in foreign currencies


(115
)


30



37Deferred income taxes


86



(308
)


(262
)Other


231



121



(19
)Changes in operating assets and liabilities, net of effects from
    acquisitions:Accounts receivable


591



(990
)


(542
)Financing receivables


(302
)


(394
)


(163
)Inventories


309



(498
)


(72
)Other assets


(106
)


(121
)


(286
)Accounts payable


(3,117
)


837



505Deferred service revenue


611



1,032



516Accrued and other liabilities


39



274



833Change in cash from operating activities


1,894



3,949



3,969Cash flows from investing activities:Investments:Purchases


(1,584
)


(2,394
)


(8,343
)Maturities and sales


2,333



3,679



10,320Capital expenditures


(440
)


(831
)


(896
)Proceeds from sale of facility and land


44



-



40Acquisition of business, net of cash received


(176
)


(2,217
)


(118
)Change in cash from investing activities


177



(1,763
)


1,003Cash flows from financing activities:Repurchase of common stock


(2,867
)


(4,004
)


(3,026
)Issuance of common stock under employee plans


79



136



314Issuance (payment) of commercial paper, net


100



(100
)


100Proceeds from issuance of debt


1,519



66



52Repayments of debt


(237
)


(165
)


(63
)Other


-



(53
)


72Change in cash from financing activities


(1,406
)


(4,120
)


(2,551
)Effect of exchange rate changes on cash and cash equivalents


(77
)


152



71Change in cash and cash equivalents


588



(1,782
)


2,492Cash and cash equivalents at beginning of the year


7,764



9,546



7,054Cash and cash equivalents at end of the year

$
8,352


$
7,764


$
9,546Income tax paid

$
800


$
767


$
652Interest paid

$
74


$
54


$
57    53




---



##### Table of Contents



DELL
    INC.



CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY

(in
    millions)  Common Stockand Capitalin Excess











Accumulatedof Par Value











OtherIssued





Treasury Stock


Retained


ComprehensiveShares


Amount


Shares


Amount


Earnings


Income/(Loss)


Other


TotalBalances at February 3, 2006


2,818


$
9,503



488


$
(18,007
)

$
12,699


$
(101
)

$
(47
)

$
4,047Net income


-



-



-



-



2,583



-



-



2,583Change in net unrealized gain on investments, net of taxes


-



-



-



-



-



31



-



31Foreign currency translation adjustments


-



-



-



-



-



(11
)


-



(11
)Change in net unrealized gain on derivative instruments, net of
    taxes


-



-



-



-



-



30



-



30Valuation of retained interests in securitized assets, net of
    taxes


-



-



-



-



-



23



-



23Total comprehensive income


-



-



-



-



-



-



-



2,656Stock issuances under employee plans


14



196



-



-



-



-



-



196Repurchases


-



-



118



(3,026
)


-



-



-



(3,026
)Stock-based compensation expense under SFAS 123(R)


-



368



-



-



-



-



-



368Tax benefit from employee stock plans


-



56



-



-



-



-



-



56Other and shares issued to subsidiaries


475



(16
)


-



-



-



-



47



31Balances at February 2, 2007


3,307



10,107



606



(21,033
)


15,282



(28
)


-



4,328Net income


-



-



-



-



2,947



-



-



2,947Impact of adoption of SFAS 155


-



-



-



-



29



(23
)


-



6Change in net unrealized gain on investments, net of taxes


-



-



-



-



-



56



-



56Foreign currency translation adjustments


-



-



-



-



-



17



-



17Change in net unrealized loss on derivative instruments, net of
    taxes


-



-



-



-



-



(38
)


-



(38
)Total comprehensive income


-



-



-



-



-



-



-



2,988Impact of adoption of FIN 48


-



(3
)


-



-



(59
)


-



-



(62
)Stock issuances under employee
    plans(a)


13



153



-



-



-



-



-



153Repurchases


-



-



179



(4,004
)


-



-



-



(4,004
)Stock-based compensation expense under SFAS 123(R)


-



329



-



-



-



-



-



329Tax benefit from employee stock plans


-



3



-



-



-



-



-



3Balances at February 1, 2008


3,320



10,589



785



(25,037
)


18,199



(16
)


-



3,735Net income


-



-



-



-



2,478



-



-



2,478Change in net unrealized loss on investments, net of taxes


-



-



-



-



-



(29
)


-



(29
)Foreign currency translation adjustments


-



-



-



-



-



5



-



5Change in net unrealized gain on derivative instruments, net of
    taxes


-



-



-



-



-



349



-



349Total comprehensive income


-



-



-



-



-



-



-



2,803Stock issuances under employee plans


18



173



-



-



-



-



-



173Repurchases


-



-



134



(2,867
)


-



-



-



(2,867
)Stock-based compensation expense under SFAS 123(R)


-



419



-



-



-



-



-



419Tax benefit from employee stock plans


-



8



-



-



-



-



-



8Balances at January 30, 2009


3,338


$
11,189



919


$
(27,904
)

$
20,677


$
309


$
-


$
4,271     (a) Includes 1 million
    shares and $17 million related to redeemable common stock.
   54




---



##### Table of Contents



DELL
    INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1 
    DESCRIPTION
    OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES  Description of Business www.dell.com
  Fiscal Year
  Principles of Consolidation
    Use of Estimates
  Cash and Cash Equivalents
  Investments available-for-sale
  Financing Receivables
  Asset Securitization Accounting for Transfers and Servicing of
    Financial Assets and Extinguishment of Liabilities  a
    Replacement of SFAS No. 125
 55




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Allowance for Doubtful Accounts
  Allowance for Financing Receivables Losses
  Inventories first-in,
  Property, Plant, and Equipment
  Impairment of Long-Lived Assets Accounting
    for the Impairment or Disposal of Long-Lived Assets,
  Business Combinations and Intangible Assets Including
    Goodwill
    Foreign Currency Translation
 56




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
      Hedging Instruments
  Accounting for
    Derivative Instruments and Hedging Activities
  Treasury Stock
  Revenue Recognition Revenue Recognition, 00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables No. 97-2, Software Revenue Recognition, EITF 01-09, Accounting for Consideration Given by a Vendor to a Customer
    (Including a Reseller of the Vendors Products) (EITF 01-09)
  
    persuasive evidence of an arrangement exists;
    delivery has occurred or services have been rendered;
    Dells fee to its customer is fixed or
    determinable; and
    collection of the resulting receivable is reasonably assured.     57




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
    EITF 01-09.
        Warranty
  Vendor Rebates EITF 02-16, Accounting by a Customer (Including a Reseller) for Certain
    Consideration Received from a Vendor
 58




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Loss Contingencies
  Shipping Costs
  Selling, General, and Administrative
  Research, Development, and Engineering Costs Accounting
    for Research and Development Costs
  In Process Research and Development
  Website Development Costs
  Income Taxes
  Comprehensive Income available-for-sale, Accounting for Certain Hybrid Financial
    Instruments  an amendment of FASB Statements
    No. 133 and 140
  Earnings Per Common Share
 59




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions, except per share amounts)Numerator:Net income

$
2,478


$
2,947


$
2,583Denominator:Weighted-average shares outstanding:Basic


1,980



2,223



2,255Effect of dilutive options, restricted stock units, restricted
    stock, and other


6



24



16Diluted


1,986



2,247



2,271Earnings per common share:Basic

$
1.25


$
1.33


$
1.15Diluted

$
1.25


$
1.31


$
1.14
   Stock-Based Compensation Share-Based Payment
  Recently Issued and Adopted Accounting
    Pronouncements Fair Value Measurements 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), FSP 157-2
  No. FAS 157-3 Determining the Fair Value of a Financial Asset When
    the Market for that Asset is Not Active FAS 157-3), FAS 157-3
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 60




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Recently Issued Accounting Pronouncements  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133 ,
  Reclassifications 
  NOTE 2 
    FINANCIAL
    INSTRUMENTS  Fair
    Value Measurements
  FSP 157-2,
    
    Level 1: Inputs based on quoted market prices for
    identical assets or liabilities in active markets at the
    measurement date. 61




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   
    Level 2: Observable inputs other than quoted prices
    included in Level 1, such as quoted prices for similar
    assets and liabilities in active markets; quoted prices for
    identical or similar assets and liabilities in markets that are
    not active; or other inputs that are observable or can be
    corroborated by observable market data.
    Level 3: Inputs reflect managements best
    estimate of what market participants would use in pricing the
    asset or liability at the measurement date. The inputs are
    unobservable in the market and significant to the
    instruments valuation.    Level 1


Level 2


Level 3


TotalQuotedPrices inActive


SignificantMarkets for


Other


SignificantIdentical


Observable


UnobservableAssets


Inputs


Inputs(in millions)Investments  available for sale securities

$
-


$
1,135


$
27


$
1,162Investments  trading securities


1



73



-



74Retained interest


-



-



396



396Derivative instruments


-



627



-



627Total assets measured at fair value on recurring basis

$
1


$
1,835


$
423


$
2,259Derivative instruments

$
-


$
131


$
-


$
131Total liabilities measured at fair value on recurring basis

$
-


$
131


$
-


$
131
     Investments Available for Sale 
  Investments Trading Securities 
  Retained Interest 
  Derivative Instruments 
 62




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
      InvestmentsRetained


AvailableFiscal Year Ended
    January 30, 2009

Interest


for Sale


Total(in millions)Balance at February 1, 2008

$
223


$
-


$
223Net unrealized (losses) gains included in
    earnings(a)


(8
)


2



(6
)Issuances and settlements, net


181



-



181Purchases


-



25



25Balance at January 30, 2009

$
396


$
27


$
423
     (a) The unrealized gains on
    investments available for sale represent accrued interest.
    Items Measured at Fair Value on a Nonrecurring
    Basis 
  Investments
    January 30, 2009


February 1, 2008Fair





Unrealized


Unrealized


Fair





Unrealized


UnrealizedValue


Cost


Gain


(Loss)


Value


Cost


Gain


(Loss)(in millions)Debt securities:U.S. government and agencies

$
539


$
537


$
3


$
(1
)

$
1,013


$
991


$
23


$
(1
)U.S. corporate


457



464



2



(9
)


571



569



10



(8
)International corporate


78



77



1



(0
)


68



67



1



-State and municipal governments


5



5



0



-



5



5



-



-Subtotal


1,079



1,083



6



(10
)


1,657



1,632



34



(9
)Equity and other securities


115



115



-



-



111



111



-



-Investments

$
1,194


$
1,198


$
6


$
(10
)

$
1,768


$
1,743


$
34


$
(9
)Short-term

$
740


$
737


$
4


$
(1
)

$
208


$
206


$
2


$
-Long-term


454



461



2



(9
)


1,560



1,537



32



(9
)Investments

$
1,194


$
1,198


$
6


$
(10
)

$
1,768


$
1,743


$
34


$
(9
)  63




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  A-1
      Less Than 12 Months


12 Months or Greater


TotalUnrealized





Unrealized





UnrealizedFair Value


Loss


Fair Value


Loss


Fair Value


Loss(in millions)U.S. government and agencies

$
158


$
(0
)

$
1


$
(1
)

$
159


$
(1
)U.S. corporate


197



(6
)


13



(3
)


210



(9
)International corporate


51



(0
)


-



-



51



(0
)State and municipal governments


-



-



-



-



-



-Total

$
406


$
(6
)

$
14


$
(4
)

$
420


$
(10
)   other-than-temporarily
  other-than-temporarily other-than-temporary other-than-temporary other-than-temporary other-than-temporarily
    Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Gains

$
14


$
17


$
9Losses


(24
)


(3
)


(14
)Net realized (losses) gains

$
(10
)

$
14


$
(5
)
  64




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Foreign
    Currency Instruments
    Cash Flow
    Hedges
        Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Aggregate unrealized net (losses) gains at beginning of year

$
(25
)

$
13


$
(17
)Net gains (losses) reclassified to earnings


603



(392
)


(260
)Change in fair value of cash flow hedges


(254
)


354



290Aggregate unrealized net gains (losses) at end of year

$
324


$
(25
)

$
13
   Other
    Foreign Currency Derivative Instruments
   65




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
      January 30, 2009


February 1, 2008Gross


Net Asset


Gross


Net AssetNotional


(Liability)


Notional


(Liability)(in millions)Cash flow hedges

$
6,581


$
542


$
7,772


$
(9
)Other derivatives


581



(46
)


(1,338
)


8$
7,162


$
496


$
6,434


$
(1
)
   Commercial
    Paper
      India
    Credit Facilities
   66




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Long-Term
    Debt and Interest Rate Risk Management
    January 30,


February 1,2009


2008(in millions)Long-term debt:Indenture:$600 million issued on April 17, 2008 at 4.70% due
    April 2013 with interest payable April 15 and October 15

$
599


$
-$500 million issued on April 17, 2008 at 5.65% due
    April 2018 with interest payable April 15 and October 15


499



-$400 million issued on April 17, 2008 at 6.50% due
    April 2038 with interest payable April 15 and October 15


400



-Senior Debentures$300 million issued on April 1998 at 7.10% due April 2028
    with interest payable April 15 and October 15 (includes the
    impact of interest rate swaps)


400



359Senior Notes$200 million issued on April 1998 at 6.55% due April 2008
    with interest payable April 15 and October 15 (includes fair
    value adjustment related to SFAS 133)


-



2011,898



560Other


-



2Less current portion


-



(200
)Total long-term debt

$
1,898


$
362
     360-day 30-day
   67




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
        Accounting for Derivative
    Instruments and Hedging Activities, as amended
      NOTE 3 
    INCOME
    TAXES      Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Current:Domestic

$
465


$
901


$
846Foreign


295



287



178Deferred


86



(308
)


(262
)Provision for income taxes

$
846


$
880


$
762
    68




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    January 30,


February 1,2009


2008(in millions)Deferred tax assets:Deferred revenue

$
633


$
597Inventory and warranty provisions


36



46Investment impairments and unrealized losses


5



10Provisions for product returns and doubtful accounts


53



61Capital loss


1



7Leasing and financing


242



302Credit carryforwards


47



3Loss carryforwards


88



16Stock-based and deferred compensation


233



188Operating accruals


33



58Compensation related accruals


48



40Other


116



78Deferred tax assets


1,535



1,406Deferred tax liabilities:Property and equipment


(160
)


(105
)Acquired intangibles


(204
)


(199
)Unrealized gains


(14
)


-Other


(59
)


(21
)Deferred tax liabilities


(437
)


(325
)Valuation allowance


(31
)


-Net deferred tax asset

$
1,067


$
1,081Current portion (included in other current assets)

$
499


$
596Non-current portion (included in other non-current assets)


568



485Net deferred tax asset

$
1,067


$
1,081
      69




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
        Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007U.S. federal statutory rate


35.0
%


35.0
%


35.0
%Foreign income taxed at different rates


(11.2
)


(13.6
)


(14.9
)Imputed intercompany charges


-



-



2.0In-process research and development


-



0.8



-Other


1.6



0.8



0.7Total


25.4
%


23.0
%


22.8
%
     Accounting for Uncertainty
    in Income Taxes  an interpretation of FASB Statement
    No. 109
 70




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Total(in millions)Balance at February 3, 2007 (adoption)

$
1,096Increases related to tax positions of the current year


390Increases related to tax positions of prior years


34Reductions for tax positions of prior years


(13
)Lapse of statute of limitations


(6
)Settlements


(18
)Balance at February 1, 2008

$
1,483Increases related to tax positions of the current year


298Increases related to tax positions of prior years


19Reductions for tax positions of prior years


(217
)Lapse of statute of limitations


(7
)Settlements


(38
)Balance at January 30, 2009

$
1,538
            71




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  NOTE 4 
    CAPITALIZATION  Preferred
    Stock
  Authorized Shares
  Redeemable
    Common Stock
    Common
    Stock
  Authorized Shares
  Share Repurchase Program
  NOTE 5  BENEFIT
    PLANS
  Description
    of the Plans
  Employee Stock Plans
    Stock Option Agreements
  Restricted Stock Awards
 72




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Acceleration of Vesting of Options out-of-the-money
  Temporary Suspension of Option Exercises, Vesting of
    Restricted Stock Units, and Employee Stock Purchase Plan
    (ESPP) Purchases Form 10-K
  in-the-money Form 10-K in-the-money
  General
    Information
  Stock Option Activity
  Weighted-Weighted-


AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicOptions


Price


Term


Value(in millions)


(per share)


(in years)


(in millions)Options outstanding  February 1, 2008


264


$
32.30Granted


13



19.71Exercised


(4
)


19.08Forfeited


(4
)


23.97Cancelled/expired


(39
)


33.14Options outstanding  January 30, 2009


230


$
31.85Vested and expected to vest (net of estimated
    forfeitures)  January 30,
    2009(a)(b)


230


$
31.86



3.9


$
-Exercisable  January 30,
    2009(a)(b)


230


$
31.86



3.9


$
-
     (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 Dells closing stock price on
    January 30, 2009, 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 January 30, 2009.
    The intrinsic value changes based on changes in the fair market
    value of Dells common stock.(b)
    No options were
    in-the-money
    at January 30, 2009. 73




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Weighted-Weighted-


AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicOptions


Price


Term


Value(in millions)


(per share)


(in years)


(in millions)Options outstanding  February 2, 2007


314


$
32.16Granted


12



24.45Exercised


(7
)


18.99Forfeited


(5
)


26.80Cancelled/expired


(50
)


32.01Options outstanding  February 1, 2008


264


$
32.30Vested and expected to vest (net of estimated
    forfeitures)  February 1,
    2008(a)


259


$
32.43



4.5


$
13Exercisable  February 1,
    2008(a)


242


$
32.89



4.2


$
12     Weighted-Weighted-


AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicOptions


Price


Term


Value(in millions)


(per share)


(in years)


(in millions)Options outstanding  February 3, 2006


343


$
31.86Granted


10



25.97Exercised


(13
)


14.09Forfeited


(4
)


25.84Cancelled/expired


(22
)


36.43Options outstanding  February 2, 2007


314


$
32.16Vested and expected to vest (net of estimated
    forfeitures)  February 2,
    2007(a)


309


$
32.26



5.2


$
148Exercisable  February 2,
    2007(a)


284


$
32.74



5.1


$
145     (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 Dells closing stock price on
    February 1, 2008, and February 2, 2007, respectively,
    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 February 1, 2008,
    and February 2, 2007, respectively. The intrinsic value
    changes based on changes in the fair market value of Dells
    common stock. 74




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Fiscal Years EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions, except per option data)Weighted-average grant date fair value of stock options granted
    per option

$
5.87


$
6.29


$
6.90Total fair value of options
    vested(a)

$
187


$
208


$
415Total intrinsic value of options
    exercised(b)

$
15


$
64


$
171
     (a)
    
    Includes the $104 million
    charge for the Fiscal 2009 acceleration of vesting of certain
    unvested and
    out-of-the-money
    stock options with exercise prices equal to or greater than
    $10.14 per share previously awarded under equity compensation
    plans.(b)
    
    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 fiscal year.    Non-vested Restricted Stock Activity
  Fiscal 2009


Fiscal 2008


Fiscal 2007Weighted-





Weighted-





Weighted-Number


Average


Number


Average


Number


Averageof


Grant Date


of


Grant Date


of


Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair Value(in millions)


(per share)


(in millions)


(per share)


(in millions)


(per share)Non-vested restricted stock beginning balance


36


$
24.90



17


$
28.76



2


$
34.66Granted


18



19.11



26



22.85



21



28.36Vested


(10
)


24.64



(3
)


28.79



(1
)


28.84Forfeited


(8
)


23.15



(4
)


24.71



(5
)


29.29Non-vested restricted stock ending balance


36


$
22.45



36


$
24.90



17


$
28.76   Fiscal Years EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions, except per option data)Weighted-average grant date fair value of restricted stock
    awards granted

$
19.11


$
22.85


$
28.36Total estimated grant date fair value of restricted stock awards
    vested

$
252


$
103


$
16
    75




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Expense
    Information under SFAS 123(R)
    Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Cost of net revenue

$
62


$
62


$
59Operating expenses


356



374



309Stock-based compensation expense before taxes


418



436



368Income tax benefit


(131
)


(127
)


(110
)Stock-based compensation expense, net of income taxes

$
287


$
309


$
258
       Valuation
    Information
      Fiscal Years EndedJanuary 30,


February 1,


February 2,2009


2008


2007Expected term:Stock options


3.6 years



3.5 years



3.6 yearsEmployee stock purchase plan


N/A(a)



N/A(a)



3 monthsRisk-free interest rate (U.S. Government Treasury Note)


2.3%



4.4%



4.8%Volatility


37%



27%



26%Dividends


0%



0%



0%
     (a)
    
    No purchase rights were granted
    under the ESPP in Fiscal 2009 and Fiscal 2008 due to Dell
    suspending the ESPP on April 4, 2007, and subsequently
    discontinuing the plan effective the first quarter of Fiscal
    2009 as a part of an overall assessment of its benefits strategy.  401(k) Plan
 76




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Deferred Compensation Plan No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned are Held in a Rabbi Trust and Invested
  Employee Stock Purchase Plan
  NOTE 6 
    FINANCIAL
    SERVICES  Dell
    Financial Services L.L.C.
       77




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Financing
    Receivables
    January 30,


February 1,2009


2008(in millions)Customer receivables:Revolving loans, gross

$
963


$
1,063Fixed-term leases and loans, gross


723



654Customer receivables, gross


1,686



1,717Customer receivables allowance


(149
)


(96
)Customer receivables, net


1,537



1,621Residual interest


279



295Retained interest


396



223Financing receivables, net

$
2,212


$
2,139Short-term

$
1,712


$
1,732Long-term


500



407Financing receivables, net

$
2,212


$
2,139
     Customer 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.
    Revolving loans bear interest at a variable annual percentage
    rate that is tied to the prime rate. Based on historical payment
    patterns, revolving loan transactions are typically repaid on
    average within 12 months. Revolving loans are included in
    short-term financing receivables in the table above. 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 12 months.
    At January 30, 2009, and February 1, 2008,
    $352 million and $668 million, respectively, were
    receivable under these special programs.
    Dell enters into sales-type lease arrangements with customers
    who desire lease financing. Leases with business customers have
    fixed terms of two to five years. Future maturities of minimum
    lease payments at January 30, 2009 for future fiscal years
    are as follows: 2010: $219 million; 2011:
    $144 million; 2012: $67 million; 2013: $7 million
    and 2014: $0.1 million. Fixed-term loans are also offered
    to qualified small businesses, large commercial accounts,
    governmental organizations and educational entities. 78




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Residual Interest value-at-risk other-than-temporary
  Retained Interest
      Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Retained interest:Retained interest at beginning of year

$
223


$
159


$
90Issuances


427



173



167Distributions from conduits


(246
)


(132
)


(142
)Net accretion


16



31



17Change in fair value for the period


(24
)


(8
)


27Retained interest at end of year

$
396


$
223


$
159Cash flows during the periods:Proceeds from new securitizations

$
350


$
538


$
607Distributions from conduits


246



132



142Servicing and administration fees received


19



15



9Repurchases of ineligible contracts


(5
)


(11
)


(7
)Cash flows during the period

$
610


$
674


$
751
     Weighted Average Key AssumptionsMonthlyPayment


Credit


DiscountRates


Losses


Rates


Life(lifetime)


(annualized)


(months)Time of sale valuation of retained interest


12
%


8
%


14
%


14Valuation of retained interest


8
%


12
%


11
%


11
  79




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Expected prepayment speed: 10%

$
(9
)Expected prepayment speed: 20%

$
(17
)Expected credit losses: 10%

$
(13
)Expected credit losses: 20%

$
(21
)Discount rate: 10%

$
(5
)Discount rate: 20%

$
(10
)
     Asset
    Securitization
               80




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  NOTE 7 
    ACQUISITIONS  Business Combinations Goodwill
    and Other Intangible Assets
    Fiscal
    2009 Acquisitions
      Fiscal
    2008 Acquisitions
  EqualLogic
    Acquisition
  ease-of-use.
  ASAP
    Software Acquisition
   81




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Other
    Acquisitions in Fiscal 2008
      Original


AdjustedAllocations


Allocations(in millions)Cash, cash equivalents, and short- term investments

$
31


$
31Other tangible assets


239



358Liabilities


(382
)


(455
)Total net liabilities assumed


(112
)


(66
)Amortizable intangible assets


735



725Indefinite lived intangible assets


27



25Total purchased intangibles


762



750Goodwill


1,538



1,510IPR&D


83



83Total purchase price

$
2,271


$
2,277
     Original


Original





AdjustedEstimated


Weighted-Average


Adjusted


Weighted-AverageCost


Useful Life


Cost


Useful Life(in millions)


(years)


(in millions)


(years)Technology

$
484



5.8


$
480



5.7Customer relationships


220



9.4



212



9.0Covenants
    not-to-compete


22



3.9



22



4.9Tradenames


8



5.3



10



5.3Other


1



3.4



1



3.4Total amortizable intangible assets

$
735



6.8


$
725



6.6  82




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  NOTE 8 
    GOODWILL
    AND INTANGIBLE ASSETS  Goodwill
    Americas


EMEA


APJ


GlobalCommercial


Commercial


Commercial


Consumer


Total(in millions)Balance at February 1, 2008

$
822


$
412


$
127


$
287


$
1,648Goodwill acquired


78



37



21



-



136Adjustments to goodwill


(31
)


(14
)


(10
)


8



(47
)Balance at January 30, 2009

$
869


$
435


$
138


$
295


$
1,737January 30,


February 1,2009


2008(in millions)Balance at beginning of the year

$
1,648


$
110Goodwill acquired during the year


136



1,538Adjustments to goodwill


(47
)


-Balance at end of the year

$
1,737


$
1,648
     Intangible
    Assets
    January 30, 2009


February 1, 2008Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


Net(in millions)Technology

$
524


$
(82
)

$
442


$
492


$
(16
)

$
476Customer relationships


243



(38
)


205



231



(9
)


222Tradenames


41



(9
)


32



39



(6
)


33Covenants
    not-to-compete


26



(6
)


20



23



(1
)


22Amortizable intangible assets

$
834


$
(135
)

$
699


$
785


$
(32
)

$
753Indefinite lived intangible assets


25



-



25



27



-



27Total intangible assets

$
859


$
(135
)

$
724


$
812


$
(32
)

$
780  83




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
      Fiscal Years

(in millions)2010

$
1592011


1442012


1242013


1002014


69Thereafter


103Total

$
699
   NOTE 9 
    WARRANTY
    LIABILITY AND RELATED DEFERRED SERVICE REVENUE    Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Deferred service revenue:Deferred service revenue at beginning of year

$
5,260


$
4,221


$
3,707Revenue deferred for new extended warranty and service contracts
    sold(b)


3,545



3,806



3,188Revenue
    recognized(c)


(3,156
)


(2,767
)


(2,674
)Deferred service revenue at end of year

$
5,649


$
5,260


$
4,221Current portion

$
2,649


$
2,486


$
2,032Non-current portion


3,000



2,774



2,189Deferred service revenue at end of year

$
5,649


$
5,260


$
4,221
   84




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Warranty liability:Warranty liability at beginning of year

$
929


$
958


$
951Costs accrued for new warranty contracts and changes in
    estimates for pre-existing
    warranties(a)(b)


1,180



1,176



1,255Service obligations
    honored(c)


(1,074
)


(1,205
)


(1,248
)Warranty liability at end of year

$
1,035


$
929


$
958Current portion

$
721


$
690


$
768Non-current portion


314



239



190Warranty liability at end of year

$
1,035


$
929


$
958
     (a)
    
    Changes in cost estimates related
    to pre-existing warranties are aggregated with accruals for new
    standard warranty contracts. Dells warranty liability
    process does not differentiate between estimates made for
    pre-existing warranties and new warranty obligations.(b)
    
    Includes the impact of foreign
    currency exchange rate fluctuations.(c)
    
    Fiscal 2008 and Fiscal 2007 amounts
    have been revised to include foreign currency exchange rate
    fluctuations in revenue deferred for new extended warranty and
    service contracts sold and costs accrued for new warranty
    contracts and changes in estimates for pre-existing warranties
    to conform to the current period presentation.  NOTE 10 
    COMMITMENTS
    AND CONTINGENCIES  Severance Costs and Facility Closures
  Lease Commitments
    Restricted Cash
  Legal Matters Accounting for
    Contingencies
 85




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    
    Investigations and Related Litigation In
    August 2005, the SEC initiated an inquiry into certain of
    Dells 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 SECs 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
    Dells financial reporting from and after Fiscal 2002. In
    August 2006, because of potential issues identified in the
    course of responding to the SECs requests for information,
    Dells Audit Committee, on the recommendation of management
    and in consultation with PricewaterhouseCoopers LLP, Dells
    independent registered public accounting firm, initiated an
    independent investigation, which was completed in the third
    quarter of Fiscal 2008. 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 were named as 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 filed between
    September 13, 2006 and January 31, 2007, in the
    Western District of Texas, Austin Division, against Dell and
    certain of its current and former officers were consolidated as
    In re Dell Securities Litigation, and a lead plaintiff
    was appointed by the court. The lead plaintiff 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 Dells financial
    statements, governmental investigations, internal controls,
    known battery problems and business model, and based on
    insiders sales of Dell securities. This action also
    included Dells independent registered public accounting
    firm, PricewaterhouseCoopers LLP, as a defendant. On
    October 6, 2008, the court dismissed all of the
    plaintiffs claims with prejudice and without leave to
    amend. On November 3, 2008, the plaintiff filed a notice of
    appeal to the Fifth Circuit Court of Appeals with respect to the
    dismissal of Dell and the officer defendants.Four other putative class actions filed between
    September 25, 2006 and October 5, 2006, in the Western
    District, Austin Division, by purported participants in the Dell
    401(k) Plan were consolidated as In re Dell ERISA
    Litigation, and lead plaintiffs were appointed by the court.
    The lead plaintiffs asserted claims under ERISA based on
    allegations that Dell and certain current and former directors
    and officers imprudently invested and managed participants
    funds and failed to disclose information regarding its stock
    held in the 401(k) Plan. On June 23, 2008, the court
    granted the defendants motion to dismiss as to the
    plaintiffs claims under ERISA based on allegations of
    imprudence, but the court denied the motion to dismiss as to the
    claims under ERISA based on allegations of a failure to
    accurately disclose information. On October 29, 2008, the
    court dismissed all of the individual plaintiffs claims
    with prejudice.In addition, seven shareholder derivative lawsuits filed between
    September 29, 2006 and January 22, 2007, in three
    separate jurisdictions were consolidated as In re Dell
    Derivative Litigationinto three actions. One of those
    consolidated actions was pending in the Western District of
    Texas, Austin Division, but was dismissed without prejudice by
    an order filed October 9, 2007. The second consolidated
    shareholder derivative action was pending in Delaware Chancery
    Court. On October 16, 2008, the Delaware court granted the
    parties stipulation to dismiss all of the plaintiffs
    claims in the Delaware lawsuit without prejudice. The third
    consolidated shareholder derivative action is pending in state
    district court in Williamson County, Texas. These shareholder
    derivative lawsuits named various current and former officers
    and directors as defendants and Dell as a nominal defendant, and
    asserted various claims derivatively on behalf of Dell under
    state law, including breaches of fiduciary duties.The Board of Directors received a shareholder demand letter,
    dated November 12, 2008, asserting allegations similar to
    those made in the securities and derivative lawsuits against
    various current and former officers and directors and
    PricewaterhouseCoopers LLP, and requesting that the Board of
    Directors investigate and assert claims relating to those
    allegations on behalf of Dell. The Board of Directors will
    consider and address the demand.
    Copyright Levies Proceedings against the IT
    industry in Germany seek to impose levies on equipment such as
    personal computers and multifunction devices 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. 86




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   On December 29, 2005, Zentralstelle Für private
    Überspielungrechte (ZPÜ), a joint
    association of various German collection societies, instituted
    arbitration proceedings against Dells 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 on
    February 21, 2008, ZPÜ filed a lawsuit in the German
    Regional Court in Munich. Dell plans to continue to defend this
    claim vigorously and does not expect the outcome to have a
    material adverse effect on its financial condition or results of
    operations.    Certain Concentrations
          NOTE 11 
    SEGMENT
    INFORMATION     87




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
        Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Net revenueAmericas Commercial

$
28,614


$
29,981


$
28,289EMEA Commercial


13,617



13,607



11,842APJ Commercial


7,341



7,167



6,223Global Consumer


11,529



10,378



11,066Net revenue

$
61,101


$
61,133


$
57,420Consolidated operating incomeAmericas Commercial

$
2,568


$
2,566


$
2,351EMEA Commercial


544



978



622APJ Commercial


458



424



335Global Consumer


143



2



130Consolidated segment operating income

$
3,713


$
3,970


$
3,438Stock-based compensation
    expense(a)


(418
)


(436
)


(368
)In-process research and
    development(b)


(2
)


(83
)


-Amortization of intangible
    assets(b)


(103
)


(11
)


-Consolidated operating income

$
3,190


$
3,440


$
3,070
     (a)
    
    Stock-based compensation expense
    includes $104 million of expense for accelerated options in
    Fiscal 2009 and $107 million of cash expense for expired
    stock options in Fiscal 2008. See Note 5 of Notes to
    Consolidated Financial Statements for additional information.(b)
    
    Prior to the fourth quarter of
    Fiscal 2008, amortization of intangibles and IPR&D expenses
    of $16 million and $5 million are included in total
    consolidated segment operating income in Fiscal 2008 and 2007,
    respectively. 88




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Depreciation expense:Americas Commercial

$
355


$
286


$
214EMEA Commercial


101



124



95APJ Commercial


80



86



71Global Consumer


130



103



91Total

$
666


$
599


$
471Capital expenditures:Americas Commercial

$
242


$
387


$
490EMEA Commercial


54



179



125APJ Commercial


56



125



103Global Consumer


88



140



178Total

$
440


$
831


$
896January 30,


February 1,2009


2008(in millions)Assets:Corporate

$
12,664


$
15,336Americas


8,781



6,524EMEA


3,026



3,597APJ


2,029



2,104Total

$
26,500


$
27,561
     Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Net revenue:United States

$
31,569


$
32,687


$
32,361Foreign countries


29,532



28,446



25,059Net revenue

$
61,101


$
61,133


$
57,420
   89




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  January 30,


February 1,


February 2,2009


2008


2007(in millions)Long-lived assets:United States

$
1,495


$
1,622


$
1,538Foreign countries


782



1,046



871Long-lived assets

$
2,277


$
2,668


$
2,409
       Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Net revenue:Mobility

$
18,638


$
17,423


$
15,480Desktop PCs


17,244



19,573



19,815Software and peripherals


10,603



9,908



9,001Servers and networking


6,275



6,474



5,805Enhanced services


5,715



5,320



5,063Storage


2,626



2,435



2,256Net revenue

$
61,101


$
61,133


$
57,420
  90




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  NOTE 12 
    SUPPLEMENTAL
    CONSOLIDATED FINANCIAL INFORMATION  Supplemental Consolidated
    Statements of

January 30,


February 1,Financial Position Information:

2009


2008(in millions)Accounts receivable, net:Gross accounts receivable

$
4,843


$
6,064Allowance for doubtful accounts


(112
)


(103
)Total

$
4,731


$
5,961Inventories, net:Production
    materials(a)

$
454


$
714Work-in-process(a)


150



144Finished
    goods(a)


263



322Total

$
867


$
1,180Prepaid
    expenses(b)

$
447


$
370Property, plant, and equipment, net:Computer equipment

$
1,967


$
1,968Land and buildings


1,544



1,635Machinery and other equipment


999



1,011Total property, plant, and equipment


4,510



4,614Accumulated depreciation and amortization


(2,233
)


(1,946
)Total

$
2,277


$
2,668Accrued and other current liabilities:Warranty liability

$
721


$
690Income taxes


6



99Compensation


817



1,131Other


2,244



2,403Total

$
3,788


$
4,323Other non-current liabilities:Warranty liability

$
314


$
239Income taxes


1,738



1,463Other


420



368Total

$
2,472


$
2,070
     (a)
    
    Certain prior period amounts have
    been changed to conform to the current year presentation. There
    is no impact to the consolidated financial statements as a
    result of this change.  (b)
    
    Prepaid expenses are included in
    other current assets on the Consolidated Statement of Financial
    Position. 91




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Fiscal Year EndedJanuary 30,


February 1,


February 2,2009


2008


2007(in millions)Investment and other income, net:Investment income, primarily interest

$
180


$
496


$
368(Losses) gains on investments, net


(10
)


14



(5
)Interest expense


(93
)


(45
)


(45
)CIT minority interest


-



(29
)


(23
)Foreign exchange


115



(30
)


(37
)Gain on sale of building


-



-



36Other


(58
)


(19
)


(19
)Investment and other income, net

$
134


$
387


$
275
   NOTE 13 
    UNAUDITED
    QUARTERLY RESULTS AND STOCK PRICES  Unaudited Quarterly Results
  Fiscal Year 2009First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(in millions, except per share data)Net revenue

$
16,077


$
16,434


$
15,162


$
13,428Gross margin

$
2,965


$
2,827


$
2,853


$
2,312Net income

$
784


$
616


$
727


$
351Earnings per common share:Basic

$
0.39


$
0.31


$
0.37


$
0.18Diluted

$
0.38


$
0.31


$
0.37


$
0.18Weighted-average shares outstanding:Basic


2,036



1,991



1,953



1,944Diluted


2,040



1,999



1,957



1,948Stock sales price per share:High

$
21.18


$
25.26


$
26.04


$
13.32Low

$
18.13


$
18.66


$
10.59


$
8.72
   92




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Fiscal Year 2008First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(in millions, except per share data)Net revenue

$
14,722


$
14,776


$
15,646


$
15,989Gross margin

$
2,838


$
2,951


$
2,888


$
2,994Net income

$
756


$
746


$
766


$
679Earnings per common share:Basic

$
0.34


$
0.33


$
0.34


$
0.31Diluted

$
0.34


$
0.33


$
0.34


$
0.31Weighted-average shares outstanding:Basic


2,234



2,237



2,236



2,184Diluted


2,254



2,264



2,266



2,201Stock sales price per share:High

$
25.95


$
29.61


$
30.77


$
30.37Low

$
21.61


$
24.64


$
24.96


$
18.87
  93




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##### Table of Contents



ITEM 9 
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A 
    CONTROLS
    AND PROCEDURES  Rule 13a-14
  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f)
  Internal
    Control  Integrated Framework
  Changes
    in Internal Control over Financial Reporting
    Inherent
    Limitations over Internal Controls
   94




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##### Table of Contents




    Judgments in decision-making can be faulty, and control and
    process breakdowns can occur because of simple errors or
    mistakes.
    Controls can be circumvented by individuals, acting alone or in
    collusion with each other, or by management override.
    The design of any system of controls is based in part on certain
    assumptions about the likelihood of future events, and there can
    be no assurance that any design will succeed in achieving its
    stated goals under all potential future conditions.
    Over time, controls may become inadequate because of changes in
    conditions or deterioration in the degree of compliance with
    associated policies or procedures.
    The design of a control system must reflect the fact that
    resources are constrained, and the benefits of controls must be
    considered relative to their costs.    ITEM 9B 
    OTHER
    INFORMATION   95




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##### Table of Contents



PART III  Form 10-K
 PART IV  ITEM 15 
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Financial
    Statements
    PageFinancial Statements:Report of Independent Registered Public
    Accounting Firm


50Consolidated Statements of Financial Position at
    January 30, 2009 and February 1, 2008


51Consolidated Statements of Income for the fiscal
    years ended January 30, 2009, February 1, 2008, and
    February 2, 2007


52Consolidated Statements of Cash Flows for the
    fiscal years ended January 30, 2009, February 1, 2008,
    and February 2, 2007


53Consolidated Statements of Stockholders
    Equity for the fiscal years ended January 30, 2009,
    February 1, 2008, and February 2, 2007


54Notes to Consolidated Financial Statements


55
    96




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##### Table of Contents



Financial
    Statement Schedule  Form 10-K
  SCHEDULE II



DELL
    INC.



VALUATION
    AND QUALIFYING ACCOUNTS  Balance at


Charged to





BalanceFiscal



Beginning


Income


Charged to


at End ofYear

Description

of Period


Statement


Allowance


PeriodTrade Receivables:2009

Allowance for doubtful accounts

$
103


$
133


$
124


$
1122008

Allowance for doubtful accounts

$
126


$
82


$
105


$
1032007

Allowance for doubtful accounts

$
96


$
107


$
77


$
126Customer Financing
    Receivables:(a)2009

Allowance for financing receivable losses

$
96


$
159


$
106


$
1492008

Allowance for financing receivable losses

$
39


$
105


$
48


$
962007

Allowance for financing receivable losses

$
22


$
40


$
23


$
39Trade Receivables:2009

Allowance for customer returns

$
91


$
401


$
423


$
692008

Allowance for customer returns

$
53


$
475


$
437


$
912007

Allowance for customer returns

$
57


$
387


$
391


$
53     (a)
    
    Charge-offs to the allowance for
    doubtful accounts for customer financing receivables includes
    principal and interest. 97




---



##### Table of Contents



SIGNATURES      By:
    /s/  MICHAEL
    S. DELL   Chairman and Chief Executive Officer
   98




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##### Table of Contents



Name

Title

Date/s/  MICHAEL
    S. DELLMichael
    S. Dell

Chairman and Chief Executive Officer (principal executive
    officer)

March 26, 2009/s/  DONALD
    J. CARTYDonald
    J. Carty

Director

March 26, 2009/s/  WILLIAM
    H. GRAY, IIIWilliam
    H. Gray, III

Director

March 26, 2009/s/  SALLIE
    L. KRAWCHECKSallie
    L. Krawcheck

Director

March 26, 2009/s/  ALAN
    G. LAFLEYAlan
    G. Lafley

Director

March 26, 2009/s/  JUDY
    C. LEWENTJudy
    C. Lewent

Director

March 26, 2009/s/  THOMAS
    W. LUCE IIIThomas
    W. Luce III

Director

March 26, 2009/s/  KLAUS
    S. LUFTKlaus
    S. Luft

Director

March 26, 2009/s/  ALEX
    J. MANDLAlex
    J. Mandl

Director

March 26, 2009/s/  MICHAEL
    A. MILESMichael
    A. Miles

Director

March 26, 2009/s/  SAMUEL
    A. NUNN, JR.Samuel
    A. Nunn, Jr.

Director

March 26, 2009/s/  BRIAN
    T. GLADDENBrian
    T. Gladden

Senior Vice President and Chief Financial Officer

March 26, 2009/s/  THOMAS
    W. SWEETThomas
    W. Sweet

Vice President, Corporate Finance
    (principal accounting officer)

March 26, 2009  99




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##### Table of Contents



Exhibits  ExhibitNo.



Description of Exhibit3.1



Restated Certificate of Incorporation, filed February 1,
    2006 (incorporated by reference to Exhibit 3.3 of
    Dells Current Report on
    Form 8-K
    filed on February 2, 2006, Commission File
    No. 0-17017)3.2



Restated Bylaws, as amended and effective March 8, 2007
    (incorporated by reference to Exhibit 3.1 of Dells
    Current Report on
    Form 8-K
    filed on March 13, 2007, Commission File
    No. 0-17017)4.1



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
    Dells Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4.2



Officers Certificate pursuant to Section 301 of the
    Indenture establishing the terms of Dells
    7.10% Senior Debentures Due 2028 (incorporated by reference
    to Exhibit 99.4 of Dells Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4.3



Form of Dells 7.10% Senior Debentures Due 2028
    (incorporated by reference to Exhibit 99.6 of Dells
    Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4.4



Indenture, dated as of April 17, 2008, between Dell Inc.
    and The Bank of New York Trust Company, N.A., as trustee
    (including the form of notes), (incorporated by reference to
    Exhibit 4.1 of Dells Current Report on
    Form 8-K
    filed April 17, 2008, Commission file
    No. 0-17017)10.1*



Amended and Restated Dell Computer Corporation 1994 Incentive
    Plan (incorporated by reference to Exhibit 99 of
    Dells Registration Statement on
    Form S-8,
    filed October 31, 2000, Registration
    No. 333-49014)10.2*



Amended and Restated Dell Computer Corporation 1998 Broad-Based
    Stock Option Plan (incorporated by reference to Exhibit 99
    of Dells Registration Statement on
    Form S-8,
    filed October 31, 2000, Registration
    No. 333-49016)10.3*



Dell Computer Corporation 2002 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.1 of Dells
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended August 2, 2002, Commission
    File
    No. 0-17017)10.4*



Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan
    (incorporated by reference to Appendix A of Dells
    2007 proxy statement filed on October 31, 2007, Commission
    File
    No. 0-17017)10.5*



Amended and Restated Dell Inc. 401(k) Plan, adopted effective as
    of January 1, 2007 (incorporated by reference to
    Exhibit 10.5 of Dells Annual Report on
    Form 10-K
    for the fiscal year ended February 1, 2008, Commission File
    No. 0-17017)10.6*



Amendment One to the Amended and Restated Dell Inc. 401(k) Plan,
    effective as of January 1, 200810.7*



Amended and Restated Dell Inc. Deferred Compensation Plan
    effective as of January 1, 200510.8*



Amended and Restated Dell Inc. Deferred Compensation Plan for
    Non-Employee Directors effective as of January 1, 200510.9*



Executive Incentive Bonus Plan, adopted July 18, 2003
    (incorporated by reference to Exhibit 10.1 of Dells
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended August 1, 2003, Commission
    File
    No. 0-17017)10.10*



Executive Annual Incentive Bonus Plan (incorporated by reference
    to Appendix A of Dells 2008 proxy statement filed on
    June 2, 2008, Commission File
    No. 0-17017)10.11*



Form of Indemnification Agreement between Dell and each
    Non-Employee Director of Dell (incorporated by reference to
    Exhibit 10.11 to Dells Annual Report on
    Form 10-K
    for the fiscal year ended January 31, 2003, Commission File
    No. 0-17017)10.12*



Form of Performance Based Stock Unit Agreement for employees
    under the 2002 Long-Term Incentive Plan (incorporated by
    reference to Exhibit 99.2 of Dells Current Report on
    Form 8-K
    filed March 14, 2006, Commission File
    No. 0-17017)10.13*



Form of Restricted Stock Agreement for Non-Employee Directors
    under the 2002 Long-Term Incentive Plan (incorporated by
    reference to Exhibit 99.1 of Dells Current Report on
    Form 8-K
    filed July 27, 2006, Commission File
    No. 0-17017)10.14*



Form of Restricted Stock Unit Agreement for Non-Employee
    Directors under the 2002 Long-Term Incentive Plan (incorporated
    by reference to Exhibit 99.2 of Dells Current Report
    on
    Form 8-K
    filed July 27, 2006, Commission File
    No. 0-17017)10.15*



Form of Nonstatutory Stock Option Agreement for Non-Employee
    Directors under the 2002 Long-Term Incentive Plan (incorporated
    by reference to Exhibit 99.3 of Dells Current Report
    on
    Form 8-K
    filed July 27, 2006, Commission File
    No. 0-17017) 100




---



##### Table of Contents



ExhibitNo.



Description of Exhibit10.16*



Form of Nonstatutory Stock Option Agreement for grant to Donald
    J. Carty under the 2002 Long-Term Incentive Plan (incorporated
    by reference to Exhibit 99.1 of Dells Current Report
    on
    Form 8-K
    filed December 20, 2006, Commission File
    No. 0-17017)10.17*



Form of Stock Unit Agreement for grant to Donald J. Carty under
    the 2002 Long-Term Incentive Plan (incorporated by reference to
    Exhibit 99.2 of Dells Current Report on
    Form 8-K
    filed December 20, 2006, Commission File
    No. 0-17017)10.18*



Form of Restricted Stock Unit Agreement for Non-Employee
    Directors under the Amended and Restated 2002 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.10
    of Dells Quarterly Report on
    Form 10-Q
    filed October 30, 2007, Commission File
    No. 0-17017)10.19*



Form of Nonstatutory Stock Option Agreement for Non-Employee
    Directors under the Amended and Restated 2002 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.11
    of Dells Quarterly Report on
    Form 10-Q
    filed October 30, 2007, Commission File
    No. 0-17017)10.20*



Form of Performance Based Stock Unit Agreement for Executive
    Officers under the Amended and Restated 2002 Long-Term Incentive
    Plan (incorporated by reference to Exhibit 10.17 of
    Dells Annual Report on
    Form 10-K
    for the fiscal year ended February 1, 2008, Commission File
    No. 0-17017)10.21*



Form of Performance Based Stock Unit Agreement for Executive
    Officers under the Amended and Restated 2002 Long-Term Incentive
    Plan10.22*



Form of Nonstatutory Stock Option Agreement for Executive
    Officers under the Amended and Restated 2002 Long-Term Incentive
    Plan10.23*



Form of Restricted Stock Unit Agreement for Executive Officers
    under the Amended and Restated 2002 Long-Term Incentive Plan10.24*



Form of Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement for Executive Officers (incorporated
    by reference to Exhibit 10.1 of Dells Current Report
    on
    Form 8-K
    filed on July 16, 2007, Commission file
    No. 0-17017)10.25*



Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement between Kevin B. Rollins and Dell Inc.
    (incorporated by reference to Exhibit 99.2 of Dells
    Current Report on
    Form 8-K
    filed February 20, 2007, Commission File
    No. 0-17017)10.26*



Letter Agreement regarding Severance Benefits between Michael R.
    Cannon and Dell Inc. (incorporated by reference to
    Exhibit 99.1 of Dells Current Report on
    Form 8-K
    filed February 21, 2007, Commission File
    No. 0-17017)10.27*



Letter Agreement regarding Severance Benefits between Ronald G.
    Garriques and Dell Inc. (incorporated by reference to
    Exhibit 99.2 of Dells Current Report on
    Form 8-K
    filed February 21, 2007, Commission File
    No. 0-17017)10.28*



Form of Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement (incorporated by reference to
    Exhibit 99.3 of Dells Current Report on
    Form 8-K
    filed February 21, 2007, Commission File
    No. 0-17017)10.29*



Form of Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement for Executive Officers (incorporated
    by reference to Exhibit 10.1 of Dells Current Report
    on
    Form 8-K
    filed on September 12, 2007, Commission file
    No. 0-17017)10.30*



Separation Agreement and Release between Kevin B. Rollins and
    Dell Inc. (incorporated by reference to Exhibit 99.1 of
    Dells Current Report on
    Form 8-K
    filed February 20, 2007, Commission File
    No. 0-17017)10.31*



Separation Agreement and Release between Michael R. Cannon and
    Dell Inc. (incorporated by reference to Exhibit 99.1 of
    Dells Current Report on
    Form 8-K
    filed January 8, 2009, Commission file
    No. 0-17017)10.32*



Consultancy Agreement between Michael R. Cannon and Dell Inc.
    (incorporated by reference to Exhibit 99.2 of Dells
    Current Report on
    Form 8-K
    filed January 8, 2009, Commission file
    No. 0-17017)10.33*



Separation Agreement and Release between Mark Jarvis and Dell
    Inc. (incorporated by reference to Exhibit 99.3 of
    Dells Current Report on
    Form 8-K
    filed January 8, 2009, Commission file
    No. 0-17017)10.34*



Retention Bonus, Merger and Modification Agreement between Dell
    and Mr. Garriques (incorporated by reference to
    Exhibit 99.1 of Dells Current Report on
    Form 8-K
    filed March 9, 2009, Commission file
    No. 0-17017)12.1



Computation of ratio of earnings to fixed charges21



Subsidiaries of Dell23



Consent of PricewaterhouseCoopers LLP 101




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##### Table of Contents



ExhibitNo.



Description of Exhibit31.1



Certification of Michael S. Dell, Chairman 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 200231.2



Certification of Brian T. Gladden, Senior Vice President 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 200232.1



Certifications of Michael S. Dell, Chairman and Chief Executive
    Officer, and Brian T. Gladden, Senior Vice President 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     *
    
    Identifies Exhibit that consists of or includes a management
    contract or compensatory plan or arrangement.
    
    Filed herewith.
    
    Furnished herewith. 102