##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-Q/A
 Amendment No. 1
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    May 2, 2008oro

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
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do
    not check if a smaller reporting company)
  Rule 12b-2 o þ




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TABLE OF CONTENTS  EXPLANATORY NOTEPART I -- FINANCIAL INFORMATIONITEM 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsPART II -- OTHER INFORMATIONITEM 6. ExhibitsSIGNATUREINDEX TO EXHIBITSCertification of Michael S. Dell Pursuant to Rule 13a-14(a)Certification of Brian T. Gladden Pursuant to Rule 13a-14(a)Certifications of Michael S. Dell and Brian T. Gladden pursuant to Section 906    Table of Contents  
  EXPLANATORY
    NOTE
     
  PART I 
    FINANCIAL INFORMATION
 
  ITEM 2.
    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 based on our current expectations.
    Actual results in future periods may differ materially from
    those expressed or implied by those forward-looking statements
    because of a number of risks and uncertainties. For a discussion
    of risk factors affecting our business and prospects, see
    Part I  Item 1A  Risk
    Factors in our Annual Report on
    Form 10-K
    for the fiscal year ended February 1, 2008.
  All percentage amounts and ratios were calculated using
    the underlying data in thousands. Unless otherwise noted, all
    references to industry share and total industry growth data are
    for personal computers (including desktops, notebooks, and x86
    servers), and are based on preliminary information provided by
    IDC Worldwide Quarterly PC Tracker, April 25, 2008. Share
    data is for the calendar quarter and all our growth rates are on
    a fiscal year-over-year basis. Unless otherwise noted, all
    references to time periods refer to our fiscal periods.
  Overview
  Our
    Company
       2




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
    Improving our current state We are focused on
    eliminating bureaucracy and improving competitiveness by
    enhancing our productivity and becoming more efficient while
    strengthening our operating processes and internal controls. Our
    new and experienced executive leadership team is working
    together to increase productivity and efficiency across all
    functions.


    Reigniting growth We are enabling our growth
    strategy by focusing on five key areas:  Global Consumer
  Enterprise
  Notebooks
  Small and Medium Business e-mail
  Emerging countries
   3




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First
    Quarter Performance
  Share position



We shipped almost 11 million units, resulting in a
    worldwide PC share position of 15.7%, an increase of
    0.9 percentage points year-over-year.Net revenue



Net revenue increased 9% year-over-year to $16.1 billion,
    with unit shipments up 22% year-over-year.Operating income



Operating income was $899 million for the current quarter,
    or 5.5% of revenue, as compared to $933 million or 6.3% of
    revenue for first quarter of Fiscal 2008.Earnings per share



Earnings per share increased 12% to $0.38 for the current
    quarter compared to $0.34 for the first quarter of Fiscal 2008.   Results
    of Operations
    Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


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

$
16,077



100.0%


$
14,722



100.0%Gross margin

$
2,965



18.4%


$
2,838



19.3%Operating expenses

$
2,066



12.9%


$
1,905



13.0%Operating income

$
899



5.5%


$
933



6.3%Net income

$
784



4.9%


$
756



5.1%Earnings per share diluted

$
0.38



N/A


$
0.34



N/A   Consolidated
    Operations
       4




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Revenues
    by Segment
        Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenueAmericas Commercial

$
7,298



45%


$
7,251



49%EMEA Commercial


3,806



24%



3,317



22%APJ Commercial


2,024



13%



1,707



12%Global Consumer


2,949



18%



2,447



17%Net revenue

$
16,077



100%


$
14,722



100%   
    Americas Commercial Americas
    Commercial revenue increased 1% with unit shipments up by 3%
    year-over-year for the first quarter of Fiscal 2009. Growth in
    the commercial side of Americas International, which includes
    countries in North and South America other than the United
    States, drove the majority of the increase in revenue in
    Americas Commercial. This growth was partially offset by weaker
    performance with our financial services customers and
    small-and-medium
    business customers. We anticipate continued conservative
    spending in the U.S. in the second quarter of Fiscal 2009.
    From a product perspective, the slow net revenue growth in the
    first quarter of Fiscal 2009 was due to decreases in desktop and
    mobility sales of 12% and 2%, respectively, on unit decline of
    2% and growth of 11%, respectively. This was offset by strong
    revenue growth of enhanced services and software and
    peripherals, which grew 26% and 13%, respectively, during the
    first quarter of Fiscal 2009. Growth in Americas International
    was led by Brazil Commercial, which experienced a 50%
    year-over-year increase in revenue during the first quarter of
    Fiscal 2009 as compared to Fiscal 2008. 5




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
    EMEA Commercial  During the first
    quarter of Fiscal 2009, EMEA Commercial represented 24% of our
    total consolidated net revenue as compared to 22% in the first
    quarter of Fiscal 2008. EMEA Commercial had 15% year-over-year
    net revenue growth as on unit shipment growth of 30%. The
    revenue growth was primarily a result of higher demand for
    mobility, represented by a 32% increase in revenue on a unit
    shipment increase of 59%. Growth in storage revenue also
    contributed to EMEA Commercials strong first quarter
    Fiscal 2009 performance as EMEA Commercials storage
    revenue grew 48% year-over-year. The strengthening Euro and
    British Pound against the U.S. dollar during the first
    quarter of Fiscal 2009 helped to stimulate overall demand;
    however, we generally pass on these foreign currency benefits to
    customers through lower local currency pricing of products and
    services, as we typically manage our business on a
    U.S. dollar basis. Average price per unit decreased 12%,
    which reflects the mix of products sold, slightly offset by our
    pricing strategy.
    APJ Commercial During the first
    quarter of Fiscal 2009, APJ Commercial experienced a 19%
    year-over-year increase in revenue to $2.0 billion. For the
    first quarter of Fiscal 2009, sales of mobility products and
    unit volume increased year-over-year by 36% and 46%,
    respectively. Sales of mobility products grew due to the
    continued shift in customer preference from desktops to
    notebooks. APJ Commercial also reported 10% revenue growth in
    servers and networking on unit growth of 23% primarily due to
    our focus on delivering greater value within customer data
    centers with our rack optimized server platforms, whose average
    selling prices are higher than our tower servers. From a country
    perspective, India, Indonesia, Thailand, Philippines, China, and
    Malaysia, experienced significant revenue growth during the
    first quarter of Fiscal 2009. Significant growth in India and
    China during Fiscal 2009 contributed to a revenue growth rate of
    52% and 30%, respectively, for these targeted BRIC countries.
    According to IDC data, APJ commercial grew more than three times
    the market, excluding Dell.
    Global Consumer Global Consumer
    revenue increased 20% year-over-year on unit growth of 47% for
    the first quarter of Fiscal 2009. We grew two times faster than
    the industry on a unit basis and increased our global share to
    9%. The increase in Global Consumer revenue is mainly due to
    strong mobility sales and software and peripherals growth.
    Mobility revenue increased 49% in the first quarter of Fiscal
    2009 on a unit increase of 78% as compared to the first quarter
    of Fiscal 2008, and software and peripherals grew 28% during the
    same time period. Our mobility growth in this segment can be
    partially attributed to our entrance into retail distribution
    arrangements, which began in the second half of Fiscal 2008, and
    the continued shift of consumer preference from desktops to
    laptops. Our software and peripherals growth is due to a strong
    performance in software licensing. These increases were offset
    by a 5% decrease in desktop revenue although desktop units grew
    16%.  We are continuing to invest in initiatives that will align our
    new and existing products around customers needs and wants
    in order to drive long-term, sustainable performance, and in
    Fiscal 2009, we expect to launch more new notebooks than in
    Fiscal 2008.  Revenue
    by Product and Services Categories
   6




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Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenue:Desktop PCs

$
4,700



29%


$
4,942



33%Mobility


4,904



31%



4,016



27%Software & peripherals


2,741



17%



2,341



16%Servers & networking


1,653



10%



1,593



11%Services


1,448



9%



1,281



9%Storage


631



4%



549



4%Net revenue

$
16,077



100%


$
14,722



100%   
    Desktop PCs  During the first
    quarter of Fiscal 2009, revenue from desktop PCs (which includes
    desktop computer systems and workstations) decreased 5% from the
    first quarter of Fiscal 2008 on a unit increase of 9%. The
    decline was primarily due to the on-going competitive pricing
    pressure for lower priced desktops as the demand for desktops
    continues to decrease as customers preference shifts to
    mobility products. Consequently, our average selling price for
    desktops decreased 12% year-over-year during the first quarter
    of Fiscal 2009 as we aligned our prices to become more
    competitive in the marketplace. As a result of our pricing
    strategy, we were able to gain share during the first quarter of
    calendar 2008 and outgrew the market by increasing unit sales by
    8% compared to industry average growth of 1% during that time
    period. Our Americas Commercial and Global Consumer segments
    experienced weaker performance in the first quarter of Fiscal
    2009 with a 12% and 5% decrease, respectively, in desktop
    revenue year-over-year. The decline in revenue in Americas
    Commercial and Global Consumer was offset by a strong
    performance in APJ Commercial, where desktop sales increased 12%
    year-over-year
    during the first quarter of Fiscal 2009. We will likely see
    rising user demand for mobility products in the foreseeable
    future that will contribute to a slowing demand for desktop PCs
    as mobility growth is expected to outpace desktop growth at a
    rate of approximately six-to-one.
    Mobility  During the first quarter
    of Fiscal 2009, revenue from mobility products grew 22% on unit
    growth of 43%, which was better than industrys
    year-over-year growth of 37% during the first quarter of
    calendar 2008. We posted strong double-digit growth across all
    segments, except for Americas Commercial, whose mobility revenue
    decreased 2% year-over-year from Fiscal 2008 first quarter
    results. We saw conservative spending in the financial services,
    small-and-medium
    business, and public sectors of our Americas Commercial
    business. For the first quarter of Fiscal 2009, mobility revenue
    in Global Consumer, APJ Commercial, and EMEA Commercial grew
    49%, 36%, and 32% year-over-year, respectively, on unit growth
    of 78%, 46%, and 59%, respectively. We remain enthusiastic about
    our product
    line-up in
    both consumer and commercial, and we will continue to capitalize
    on the growth of mobile computing within our APJ Commercial,
    EMEA Commercial, and Global Consumer segments by increasing the
    number of notebook models by over 40% throughout Fiscal 2009.
    During the quarter, we launched our ruggedized
    Latitudetm
    XFR, which is designed for reliable performance in the harshest
    environments, and we introduced the Dell 500 in emerging
    countries. As notebooks become more affordable and wireless
    products become standardized, demand for our mobility products
    continues to be strong.
    Software and Peripherals  Revenue
    from sales of software and peripherals consists of Dell-branded
    printers, monitors (not sold with systems), projectors, and a
    multitude of competitively priced third-party peripherals
    including plasma and LCD televisions, software, and other
    products. This revenue grew 17% year-over-year for the first
    quarter of Fiscal 2009 driven by strength in software licenses.
    The strong performance with software sales is primarily
    attributed to our acquisition of ASAP Software
    (ASAP), in the fourth quarter of Fiscal 2008. With
    ASAP, we now offer products from over 2,000 software publishers.
    At a segment level, Global Consumer led the revenue growth with
    a 28% year-over-year increase. APJ Commercial, EMEA Commercial,
    and Americas Commercial also experienced strong revenue growth
    of 22%, 17%, and 13%, respectively. During the quarter, we
    launched the UltraSharp 24 and 20 widescreen flat
    panel monitors, which integrate DisplayPort 7




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technology, a new digital interface standard. We also introduced
    the M209X Ultra-Mobile projector  one of the
    brightest projectors in the market for its size. During Fiscal
    2009, we expect to continue to add displays, projectors, and
    printers to the shelves of several retail partners.  
    Servers and Networking  Revenue
    from sales of servers and networking products grew 4%
    year-over-year for the first quarter of Fiscal 2009 on unit
    growth of 21%. Our year-over-year unit growth outpaced the
    industrys growth of 9% during the first quarter of
    calendar 2008. Our server and networking revenue grew slower
    than units due to our pricing strategy as we shift to lower
    price bands to drive growth. APJ Commercial, EMEA Commercial,
    and Americas Commercial contributed to the modest revenue
    growth, and in the first quarter, we were again ranked number
    one in the United States with a 36% share in server units
    shipped. Servers and networking remains a strategic focus area.
    We competitively price our server products to facilitate
    additional sales of storage products and higher margin enhanced
    services. Since the beginning of the year we have launched nine
    new server products, including two socket blade servers.
    Services  Services consists of a
    wide range of services including assessment, design and
    implementation, deployment, asset recovery and recycling,
    training, enterprise support, client support, and managed
    lifecycle. Services revenue increased 13% year-over-year for the
    three-month period ended May 2, 2008, to $1.4 billion
    aided by the first full quarter of our new ProSupport offerings,
    which distilled ten service offerings down to two customizable
    packages spanning our commercial product and solutions
    portfolios with flexible options for service level and proactive
    management. Americas Commercial and APJ Commercial drove the
    increase in services revenue with revenue growth of 26% and 19%,
    respectively, in the first quarter of Fiscal 2009 as compared to
    the first quarter of Fiscal 2008. EMEA Commercial contributed
    with year-over-year revenue growth of 9%. During Fiscal 2008, we
    acquired a number of service technologies and capabilities
    through strategic acquisitions of certain companies. These
    capabilities are being used to build-out our mix of service
    offerings. We are continuing to make solid progress in services,
    including ProSupport, remote infrastructure management, and
    Software as a Service (SaaS), which are aimed at simplifying IT
    for our customers. Our deferred service revenue balance
    increased from $5.3 billion at February 1, 2008, to
    $5.4 billion at May 2, 2008, due to continued strength
    in services sales.
    Storage  Revenue from sales of
    storage products increased 15% year-over-year for the first
    quarter of Fiscal 2009. Storage revenue declined 3% from our
    fourth quarter Fiscal 2008 results primarily due to an
    intentional shift in product mix with a greater focus on more
    profitable products including PowerVault and EqualLogic.
    Year-over-year storage growth was led by strength in our
    Powervault line, which posted double-digit growth, and the first
    full quarter of EqualLogic offerings. APJ Commercial, EMEA
    Commercial, and Americas Commercial regions contributed to the
    strong year-over-year revenue growth. EMEA Commercial led the
    revenue growth, with a 48% increase for the first quarter of
    Fiscal 2009.  Gross
    Margin
    Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenue

$
16,077



100.0%


$
14,722



100.0%Gross margin

$
2,965



18.4%


$
2,838



19.3%    8




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Operating
    Expenses
    Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


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

$
1,912



11.9%


$
1,763



12.0%Research, development, and engineering


152



1.0%



142



1.0%In-process research and development


2



0.0%



-



-Operating expenses

$
2,066



12.9%


$
1,905



13.0%   
    Selling, general, and
    administrative During the first quarter
    of Fiscal 2009, selling, general, and administrative expenses
    were 11.9% of revenue as compared to 12.0% a year ago. However,
    selling, general, and administrative expense increased to
    $1.9 billion compared to $1.8 billion in the same
    period of Fiscal 2008. Other than increased expenses associated
    with higher revenue, the $149 million increase in selling,
    general, and administrative expenses from the first quarter of
    Fiscal 2008 to the first quarter of Fiscal 2009 is primarily due
    to $82 million of expenses related to headcount and
    infrastructure reductions discussed above, partially offset by
    the reversal of a Fiscal 2008 bonus accrual for
    $38 million, and reductions in costs associated with the
    U.S. Securities and Exchange Commission (SEC)
    investigation and the Audit Committees independent
    investigation. Expenses related to investigations were
    $19 million for the first quarter of Fiscal 2009 as
    compared to $46 million for the first quarter of Fiscal
    2008. The Audit Committee investigation was completed during
    Fiscal 2008; however, the SEC investigation is on-going.
    Additionally, the amortization of purchased intangibles related
    to our acquisitions totaled $12 million as compared to
    $3 million for the first quarter of Fiscal 2008. Lastly,
    stock-based compensation expense for the first quarter of Fiscal
    2009 was $43 million, a decrease of $40 million from
    the prior years expense of $83 million. The decrease
    is primarily due to lower expense from awards that fully vested
    in Fiscal 2008, as well as higher estimated forfeitures in the
    first quarter of Fiscal 2009 as compared to the first quarter of
    Fiscal 2008. 9




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
    Research, development, and
    engineering  During the first quarter of
    Fiscal 2009, research, development, and engineering expenses
    remained flat as a percentage of revenue. During first quarter
    of Fiscal 2009, research, development, and engineering expenses
    increased approximately $10 million to $152 million.
    The increase is mainly due to higher compensation costs. The
    increased compensation costs are mainly attributed to our
    Simplify IT initiative for our customers. Research
    and development is the foundation for this initiative, which is
    aimed at allowing customers to deploy IT faster, run IT at a
    lower total cost, and grow IT smarter. We manage our research,
    development, and engineering spending by targeting those
    innovations and products most valuable to our customers and by
    relying upon the capabilities of our strategic partners. We will
    continue to invest in research, development, and engineering
    activities to support our growth and to provide for new,
    competitive products. We have obtained 2,049 patents worldwide
    and have applied for 2,373 additional patents worldwide as of
    May 2, 2008.
    In-Process research and
    development  We recognized in-process
    research and development (IPR&D) charges in
    connection with acquisitions accounted for as business
    combinations, as more fully described in Note 7 of Notes to
    Condensed Consolidated Financial Statements included in
    Part I  Item 1  Financial
    Statements. During the first quarter of Fiscal 2009, we
    recorded IPR&D charges of $2 million, primarily
    related to our acquisition of Message One, Inc.    Investment
    and Other Income, net
    Three Months EndedMay 2,

May 4,2008

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

$
55


$
116Gains (losses) on investments, net


3



4Interest expense


(12
)


(12
)CIT minority interest






(5
)Foreign exchange


90



(22
)Other


(11
)


(3
)Investment and other income, net

$
125


$
78    10




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Income
    Taxes
      Financing
    Receivables
  Financing Receivables   
      small-and-medium
 11




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and/or
  Off-Balance
    Sheet Arrangements
  Asset Securitization 
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities
         12




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Liquidity
    and Capital Commitments
  Liquidity
      Form 10-K
    Three Months EndedMay 2,

May 4,2008

2007(in millions)Net cash flow provided by (used in):Operating activities

$
143


$
(99
)Investing activities


(30
)


(207
)Financing activities


387



(13
)Effect of exchange rate changes on cash and cash equivalents


9



33Net increase (decrease) in cash and cash equivalents

$
509


$
(286
)   Operating Activities
 13




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May 2,

February 1,2008

2008Days of sales
    outstanding(a)


36



36Days of supply in
    inventory(b)


9



8Days in accounts
    payable(c)


(75
)


(80
)Cash conversion cycle


(30
)


(36
)     (a)
    
    (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 both May 2, 2008, and
    February 1, 2008, DSO and days of customer shipments not
    yet recognized were 33 and 3 days.(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).        Investing Activities
  Financing Activities
 14




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Capital
    Commitments
  Redeemable Common Stock
  Share Repurchase Program
    Capital Expenditures
  Restricted Cash
  Contractual
    Cash Obligations
  Purchase Obligations
  Debt
 15




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Recently
    Issued and Adopted Accounting Pronouncements
    Fair
    Value Measurements FAS 157-1, Application of FASB Statement No. 157 to FASB
    Statement No. 13 and Other Accounting Pronouncements That
    Address Fair Value Measurements for Purposes of Lease
    Classification or Measurement under Statement 13 FAS 157-2, Effective Date of FASB Statement No. 157
 
  PART II 
    OTHER INFORMATION
 
  ITEM 6.
    Exhibits  (a) Exhibits  See
    Index to Exhibits below.
 16




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SIGNATURE
    DELL INC.
    /s/ THOMAS W. SWEETDate: June 27, 2008Thomas W. SweetVice President, Corporate Finance andChief Accounting Officer(On behalf of the registrant and as
    principal accounting officer)  17




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INDEX TO
    EXHIBITS
  ExhibitNo.



Description of Exhibit31
.1



Certification of Michael S. Dell, President and Chief Executive
    Officer, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 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     
    
    Filed herewith.
    
    Furnished herewith. 18