##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    May 1, 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
 (Registrants telephone
    number, including area code)
    þ o
  Regulation S-T
 o o
  Rule 12b-2
 Large accelerated filer
    þ

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

Smaller reporting company
    o   Rule 12b-2
 o þ




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##### 





PART I - FINANCIAL
    INFORMATIONItem 1.
    Financial Statements


1Condensed Consolidated Statements of Financial
    Position at May 1, 2009 (unaudited), and January 30,
    2009


1Condensed Consolidated Statements of Income
    for the three months ended May 1, 2009 (unaudited), and
    May 2, 2008 (unaudited)


2Condensed Consolidated Statement of Cash Flows
    for the three months ended May 1, 2009 (unaudited), and
    May 2, 2008 (unaudited)


3Notes to Condensed Consolidated Financial
    Statements (unaudited)


4Item 2.
    Managements Discussion and Analysis of Financial Condition
    and Results of
    Operations


24Item 3.
    Quantitative and Qualitative Disclosures About Market
    Risk


42Item 4.
    Controls and Procedures


42PART II - OTHER INFORMATIONItem 1.
    Legal Proceedings


43Item 1A.
    Risk Factors


43Item 2.
    Unregistered Sales of Equity Securities and Use of
    Proceeds


43Item 6.
    Exhibits


43EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  DELL
    INC.CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
    POSITION
    (in millions)
  May 1,


January 30,2009


2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
9,691


$
8,352Short-term investments


434



740Accounts receivable, net


4,278



4,731Financing receivables, net


1,775



1,712Inventories, net


842



867Other current assets


2,890



3,749Total current assets


19,910



20,151Property, plant, and equipment, net


2,181



2,277Investments


568



454Long-term financing receivables, net


445



500Goodwill


1,742



1,737Purchased intangible assets, net


684



724Other non-current assets


659



657Total assets

$
26,189


$
26,500LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt

$
101


$
113Accounts payable


7,844



8,309Accrued and other


3,513



3,788Short-term deferred enhanced services revenue


2,683



2,649Total current liabilities


14,141



14,859Long-term debt


2,396



1,898Long-term deferred enhanced services revenue


2,954



3,000Other non-current liabilities


2,468



2,472Total liabilities


21,959



22,229Commitments and contingencies (Note 7)Stockholders equity:Preferred stock and capital in excess of $.01 par value;
    shares authorized: 5,000; issued and outstanding: none






Common stock and capital in excess of $.01 par value;
    shares authorized: 7,000; shares issued: 3,345 and 3,338,
    respectively; shares outstanding: 1,951 and 1,944, respectively


11,224



11,189Treasury stock at cost: 919 shares


(27,904
)


(27,904
)Retained earnings


20,967



20,677Accumulated other comprehensive (loss) income


(57
)


309Total stockholders equity


4,230



4,271Total liabilities and stockholders equity

$
26,189


$
26,500    1




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##### Table of Contents



DELL
    INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (in millions, except per share amounts; unaudited)
  Three Months EndedMay 1,


May 2,2009


2008Net revenueProducts

$
10,232


$
13,956Services, including software related


2,110



2,121Total net revenue


12,342



16,077Cost of net revenueProducts


8,786



11,847Services, including software related


1,388



1,265Total cost of net revenue


10,174



13,112Gross margin


2,168



2,965Operating expenses:Selling, general, and administrative


1,613



1,912In-process research and development






2Research, development, and engineering


141



152Total operating expenses


1,754



2,066Operating income


414



899Investment and other income (expense), net


(2
)


125Income before income taxes


412



1,024Income tax provision


122



240Net income

$
290


$
784Earnings per common share:Basic

$
0.15


$
0.39Diluted

$
0.15


$
0.38Weighted-average shares outstanding:Basic


1,949



2,036Diluted


1,952



2,040    2




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##### Table of Contents



DELL
    INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
    (in millions; unaudited)
  Three Months EndedMay 1,


May 2,2009


2008Cash flows from operating activities:Net income

$
290


$
784Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


201



183Stock-based compensation


67



50In-process research and development charges






2Effects of exchange rate changes on monetary assets and
    liabilities denominated in foreign currencies






(90
)Deferred income taxes


10



34Other


92



38Changes in operating assets and liabilities, net of effects from
    acquisitions:Accounts receivable


411



103Financing receivables


(27
)


154Inventories


24



(76
)Other assets


547



(192
)Accounts payable


(483
)


(652
)Deferred enhanced services revenue


(22
)


141Accrued and other liabilities


(349
)


(336
)Change in cash from operating activities


761



143Cash flows from investing activities:Investments:Purchases


(428
)


(172
)Maturities and sales


642



434Capital expenditures


(80
)


(122
)Acquisition of business, net of cash received


(3
)


(170
)Change in cash from investing activities


131



(30
)Cash flows from financing activities:Repurchase of common stock






(1,031
)Issuance of common stock under employee plans






21Issuance of commercial paper, net






101Proceeds from issuance of debt


497



1,519Repayments of debt


(11
)


(223
)Other


(1
)


Change in cash from financing activities


485



387Effect of exchange rate changes on cash and cash equivalents


(38
)


9Change in cash and cash equivalents


1,339



509Cash and cash equivalents at beginning of period


8,352



7,764Cash and cash equivalents at end of period

$
9,691


$
8,273    3




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##### Table of Contents



DELL
    INC.
 NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited)  NOTE 1 
    BASIS
    OF PRESENTATION  Basis of Presentation Form 10-K
    Recently Issued and Adopted Accounting
    Pronouncements Business Combinations
  157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), FSP 157-2
  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 ,
 4




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DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  Recently Issued Accounting
    Pronouncements FSP 157-4 Determining Fair Value When Volume and Level of Activity for
    the Asset or Liability Have Significantly Decreased and
    Indentifying Transactions That Are Not Orderly (SFAS 157-4), FSP 157-4 FSP 157-4
  FAS No. 107-1 No. 28-1, Interim Disclosures about Fair Value of Financial Instruments FAS 107-1 28-1). FAS 107-1 28-1 FAS 107-1 28-1
  FAS No. 115-2 FAS No. 124-2, Recognition and Presentation of Other-Than Temporary
    Investments FAS 115-2 124-2). FAS 115-2 124-2 FAS 115-2 124-2, FAS 115-2 124-2 FAS 115-2 124-2
  Subsequent Events
  Out of Period Adjustments
  Reclassifications Regulation S-X article 210.5-03
 5




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  No. 97-2, Software Revenue Recognition
    NOTE 2 
    INVENTORIES  May 1,


January 30,2009


2009(in millions)Inventories:Production materials

$
444


$
454Work-in-process


107



150Finished goods


291



263Inventories

$
842


$
867   NOTE 3 
    FINANCIAL
    INSTRUMENTS  Fair
    Value Measurements
  FSP 157-2 FSP 157-2
    
    Level 1: Inputs based on quoted market prices for identical
    assets or liabilities in active markets at the measurement date.
    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. 6




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
     May 1, 2009Level 1


Level 2


Level 3


TotalQuotedPrices inActive


SignificantMarkets


Other


Significantfor Identical


Observable


UnobservableAssets


Inputs


Inputs(in millions)Investments - available for sale securities

$



$
926


$
28


$
954Investments - trading securities


2



83







85Retained interest










504



504Derivative instruments






127







127Total assets measured at fair value on recurring basis

$
2


$
1,136


$
532


$
1,670Derivative instruments

$



$
26


$



$
26Total liabilities measured at fair value on recurring basis

$



$
26


$



$
26   January 30, 2009Level 1


Level 2


Level 3


TotalQuotedPrices inActive


SignificantMarkets


Other


Significantfor Identical


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  7




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
    Investments Available for Sale
  Investments Trading Securities
  Retained Interest in Securitized
    Receivables
  Derivative Instruments
    May 1, 2009InvestmentsRetained


AvailableInterest


for Sale


Total(in millions)Balance at January 30, 2009

$
396


$
27


$
423Net unrealized (losses) gains included in
    earnings(a)


(9
)


1



(8
)Issuances and settlements


117







117Balance at May 1, 2009

$
504


$
28


$
532     (a)
    
    The unrealized gains on investments
    available for sale represent accrued interest.  8




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  May 2, 2008InvestmentsRetained


AvailableInterest


for Sale


Total(in millions)Balance at February 1, 2009

$
223


$



$
223Net unrealized losses included in earnings


(7
)






(7
)Purchases






25



25Issuances and settlements


101







101Balance at May 2, 2008

$
317


$
25


$
342     Financial Items Measured at Fair Value on a
    Nonrecurring Basis
  Non-financial Items Measured at Fair Value on a
    Nonrecurring Basis
  Derivative
    Instruments and Hedging Activities
  Foreign
    Currency Instruments
  Accounting for Derivative instruments
    and Hedging Activities,
  Cash
    Flow Hedges
   9




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
      Location ofGain (Loss) recognized


Gain (Loss)

Gain (Loss)


Location ofin Accumulated


Reclassified from

Reclassified from


Gain (Loss)

Gain (Loss)Derivatives in

OCI, Net of Tax,


Accumulated OCI

Accumulated


Recognized in Income

Recognized inSFAS 133 Cash Flow

on Derivatives


into Income

OCI into Income


on Derivative

Income on DerivativeHedging Relationships

(Effective Portion)


(Effective Portion)

(Effective Portion)


(Ineffective Portion)

(Ineffective Portion)(in millions)Foreign Exchange





Total revenue

$
221


Investment and otherContracts

$
(124)


Total cost of net revenue


13


income (expense), net

$
Total

$
(124)




$
234




$
   Other
    Foreign Currency Derivative Instruments
    Derivative
    Instruments Additional Information
    May 1, 2009GrossNotional(in millions)Cash flow hedges

$
5,692Other derivatives


591$
6,283
    10




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
    Offsetting of Amounts Related to Certain
    Contracts,
  May 1, 2009Derivatives designated as hedging instruments underSFAS 133Other Current


Other Current


TotalAssets


Liabilities


Fair ValueForeign exchange contracts in an asset position

$
415


$
106


$
521Foreign exchange contracts in a liability position


(330
)


(131
)


(461
)Cash flow hedges

$
85


$
(25
)

$
60Derivatives not designated as hedging instruments under 
    SFAS 133Foreign exchange contracts in an asset position

$
90


$
32


$
122Foreign exchange contracts in a liability position


(48
)


(33
)


(81
)Other derivatives

$
42


$
(1
)

$
41Total derivatives at Fair value

$
127


$
(26
)

$
101     Debt
  Commercial
    Paper
  364-day
   11




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  India
    Credit Facilities
    Long-Term
    Debt
    May 1,


January 30,2009


2009(in millions)Notes$600 million issued on April 17, 2008 at 4.70% due
    April 2013 (2013 Notes) with interest payable April
    15 and October 15

$
599


$
599$500 million issued on April 1, 2009 at 5.625% due
    April 2014 (2014 Notes) with interest payable April
    15 and October 15


500



$500 million issued on April 17, 2008 at 5.65% due
    April 2018 (2018 Notes) with interest payable April
    15 and October 15


499



499$400 million issued on April 17, 2008 at 6.50% due
    April 2038 (2038 Notes) with interest payable April
    15 and October 15


400



400Senior Debenture$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 swap termination)


398



400Total long-term debt

$
2,396


$
1,898         NOTE 4  FINANCIAL
    SERVICES
  Dell
    Financial Services L.L.C.
   12




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
      Financing
    Receivables
    May 1,


January 30,2009


2009Financing receivables, net:

(in millions)Customer receivables:Revolving loans, gross

$
931


$
963Fixed-term leases and loans, gross


670



723Customer receivables, gross


1,601



1,686Customer receivables allowance


(154
)


(149
)Customer receivables, net


1,447



1,537Residual interests


269



279Retained interest and other


504



396Financing receivables, net

$
2,220


$
2,212Short-term

$
1,775


$
1,712Long-term


445



500Financing receivables, net

$
2,220


$
2,212     Customer Receivables
     13




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
    
    Revolving loans offered under private label credit financing
    programs underwritten by CIT Bank 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 by a specific date, no interest is
    charged. These special programs generally range from 3 to
    12 months. At May 1, 2009, and January 30, 2009,
    $274 million and $352 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 May 1, 2009, for future fiscal years are
    as follows: 2010 - $185 million; 2011 
    $166 million; 2012  $82 million;
    2013  $14 million; and 2014 
    $1 million. Fixed-term loans are also offered to qualified
    small businesses, large commercial accounts, governmental
    organizations, and educational entities.  Residual Interest value-at-risk
  Retained Interest
    Three Months EndedMay 1,


May 2,2009


2008(in millions)Retained interest:Retained interest at beginning of period

$
396


$
223Issuances


127



156Distributions from conduits


(10
)


(55
)Net accretion


10



10Change in fair value for the period


(19
)


(17
)Retained interest at end of period

$
504


$
317  14




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
    Weighted Average Key AssumptionsMonthlyPayment

Credit

DiscountRates

Losses

Rates

Life(lifetime)

(annualized)

(months)Time of transfer valuation of retained interest


11
%


6
%


11
%


14Valuation of retained interest


9
%


12
%


11
%


11     May 1, 2009(in millions)Adverse Change of:Expected prepayment speed: 10%

$
(1
)Expected prepayment speed: 20%

$
(4
)Expected credit losses: 10%

$
(13
)Expected credit losses: 20%

$
(20
)Discount rate: 10%

$
(5
)Discount rate: 20%

$
(10
)
     Asset
    Securitization
   15




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
             16




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  NOTE 5 
    GOODWILL
    AND INTANGIBLE ASSETS  Goodwill
    Large





Small andEnterprise


Public


Medium Business


Consumer


Total(in millions)Balance at January 30, 2009

$
677


$
411


$
354


$
295


$
1,737Adjustments


2











3



5Balance at May 1, 2009

$
679


$
411


$
354


$
298


$
1,742    17




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  NOTE 6 
    WARRANTY
    LIABILITY AND RELATED DEFERRED ENHANCED SERVICES
    REVENUE    Three Months EndedMay 1,


May 2,2009


2008(b)(in millions)Deferred enhanced services revenue:Deferred enhanced services revenue at beginning of period

$
5,649


$
5,260Revenue deferred for new extended warranty and services
    contracts sold


760



944Revenue recognized


(772
)


(780
)Deferred enhanced services revenue at end of period

$
5,637


$
5,424Current portion

$
2,683


$
2,518Non-current portion


2,954



2,906Deferred enhanced services revenue at end of period

$
5,637


$
5,424   Three Months EndedMay 1,


May 2,2009


2008(in millions)Warranty liability:Warranty liability at beginning of period

$
1,035


$
929Costs accrued for new warranty contracts and changes in
    estimates for pre-existing
    warranties(a)


294



369Services obligations honored


(297
)


(284
)Warranty liability at end of period

$
1,032


$
1,014Current portion

$
715


$
677Non-current portion


317



337Warranty liability at end of period

$
1,032


$
1,014     (a)
    
    Changes in cost estimates related
    to pre-existing warranties are aggregated with accruals for new
    warranty contracts. Dells warranty liability process does
    not differentiate between estimates made for pre-existing
    warranties and new warranty obligations.(b)
    
    Fiscal 2009 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. 18




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
   NOTE 7 
    COMMITMENTS
    AND CONTINGENCIES  Severance Costs and Facility Closures
  Restricted Cash
  Legal Matters Accounting for
    Contingencies
    
    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.    
    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 appealed the
    dismissal of Dell and the officer defendants to the Fifth
    Circuit Court of Appeals. 19




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
   
    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 Litigation into 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.    
    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.     20




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
  NOTE 8 
    COMPREHENSIVE
    INCOME (LOSS)    Three Months EndedMay 1,


May 2,2009


2008(in millions)Comprehensive income (loss):Net income

$
290


$
784Change related to foreign currency hedging instruments, net


(358
)


(31
)Change related to marketable securities, net






(25
)Foreign currency translation adjustments


(8
)


(41
)Comprehensive (loss) income

$
(76
)

$
687   NOTE 9 
    INCOME
    TAXES       21




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
    NOTE 10 
    EARNINGS
    PER COMMON SHARE      Three Months EndedMay 1,


May 2,2009


2008(in millions, except per share amounts)Numerator:Net income

$
290


$
784Denominator:Weighted-average shares outstanding:Basic

$
1,949


$
2,036Effect of dilutive options, restricted stock units, restricted
    stock, and other


3



4Diluted

$
1,952


$
2,040Earnings per common share:Basic

$
0.15


$
0.39Diluted

$
0.15


$
0.38   NOTE 11 
    SEGMENT
    INFORMATION   22




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)
        Three Months EndedMay 1,


May 2,2009


2008(in millions)Net revenue:Large Enterprise

$
3,400


$
4,921Public


3,171



3,581Small and Medium Business


2,967



4,244Consumer


2,804



3,331Net revenue

$
12,342


$
16,077Consolidated operating income:Large Enterprise

$
192


$
386Public


293



277Small and Medium Business


230



330Consumer


(1
)


88Consolidated segment operating income


714



1,081Severance and facility closure expense


(185
)


(106
)Broad based long-term
    incentives(a)


(76
)


(50
)In-process research and development






(2
)Amortization of intangible assets


(39
)


(24
)Consolidated operating income

$
414


$
899    (a)
    
    Broad based long-term incentives
    include stock based compensation of $67 million and
    $50 million for the three months ended May 1, 2009,
    and May 2, 2008, respectively. 23




---



##### Table of Contents



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 January 30, 2009.
  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, May 18, 2009. 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
             24




---



##### Table of Contents




    Large Enterprise  Our customers
    include large global and national corporate businesses. We
    believe that a single large-enterprise unit will give us an even
    greater knowledge of our customers and thus further our
    advantage in delivering globally consistent and cost-effective
    solutions and services to the worlds largest IT users. We
    intend to improve our global leadership and relationships with
    these customers. Our execution in this space will be
    increasingly focused on data center solutions, disruptive
    innovation, customer segment specialization, and the value chain
    of design to value, price to value, market to value, and sell to
    value.
    Public Our Public customers, which
    include educational institutions, government, health care, and
    law enforcement agencies, operate in communities and their
    missions are aligned with their constituents needs. Our
    customers measure their success against a common goal of
    improving lives, and they require that their partners, vendors,
    and suppliers understand their goals and execute to their
    mission statements as well. We intend to further our
    understanding of our Public customers goals and missions
    and extend our leadership in answering their urgent IT
    challenges. To better meet our customers goals, we are
    focusing on simplifying IT, providing faster deployment of IT
    applications, expanding our enterprise and services offerings,
    helping customers understand economic stimulus packages through
    our Economic Stimulus Learning Center, and strengthening our
    partner relations to build best of breed integrated solutions.
    Small and Medium Business Our SMB
    segment is focused on providing small and medium businesses with
    the simplest and most complete standards-based IT solutions and
    services, customized for their needs. Our SMB organization will
    accelerate the creation and delivery of specific solutions and
    technology to small and medium-sized businesses worldwide in an
    effort to help our customers improve and grow their businesses.
    For example, our ProManage-Managed Services solution is a
    Web-based service that proactively monitors and manages IT
    networks to prevent system issues. We also extended our channel
    program (PartnerDirect) to provide additional certification
    paths and purchase options to our partners.
    Consumer Our consumer business sells
    to customers through our on-line store at www.dell.com, over the
    phone, and through our retail partners. The globalization of our
    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, allowing consumers greater
    personalization. Finally, we will continue to expand and
    transform our retail business in order to reach more consumers. 25




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Consolidated
    Operations
    Three Months EndedMay 1, 2009




May 2, 2008% of


%




% ofDollars


Revenue


Change

Dollars


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

$
10,232



82.9
%


(27)%


$
13,956



86.8
%Services, including software related


2,110



17.1
%


(1)%



2,121



13.2
%Total net revenue

$
12,342



100.0
%


(23)%


$
16,077



100.0
%Gross margin

$
2,168



17.6
%


(27)%


$
2,965



18.4
%Operating expenses

$
1,754



14.2
%


(15)%


$
2,066



12.9
%Operating income

$
414



3.4
%


(54)%


$
899



5.5
%Net income

$
290



2.3
%


(63)%


$
784



4.9
%Earnings per share diluted

$
0.15



N/A



(61)%


$
0.38



N/A   Share Position
    Product Revenue
  Services Revenue, including software
    related
   26




---



##### Table of Contents



Operating Income
  Net Income
  Revenues
    by Segment
     27




---



##### Table of Contents



Three Months EndedMay 1, 2009



May 2, 2008% of

%



% ofDollars

Revenue

Change

Dollars

Revenue(in millions, except percentages)Net revenueLarge Enterprise

$
3,400



27
%


(31)%


$
4,921



31
%Public


3,171



26
%


(11)%



3,581



22
%Small and Medium Business


2,967



24
%


(30)%



4,244



26
%Consumer


2,804



23
%


(16)%



3,331



21
%Net revenue

$
12,342



100
%


(23)%


$
16,077



100
%   
    Large Enterprise Large
    Enterprises revenue decreased 31% year-over-year due to a
    unit shipment decline of 36% for the first quarter of Fiscal
    2010, partially offset by a 7% increase in average selling
    prices. The increase in average selling prices was driven by
    higher mix of software and services revenues, which improved
    overall product mix. Large Enterprises weak performance
    can be directly attributed to the current global economy. As a
    result of the current economic slowdown, many of our customers
    have either delayed or canceled IT projects. Large Enterprise
    experienced significant year-over-year declines in revenue
    across all product lines during the first quarter of Fiscal
    2010. Revenue from desktop PCs and mobility products
    declined 39% and 37%, respectively, year-over-year for the first
    quarter of Fiscal 2010; servers and networking, storage, and
    software and peripherals revenue decreased 29%, 26%, and 26%,
    respectively; and enhanced services revenue declined 9%. Revenue
    decreased significantly across all countries due to current
    global economic conditions and competitive pressures.
    Public Public experienced an 11%
    year-over-year decline in revenue due to a unit shipment decline
    of 14%, which was partially offset by a 3% increase in average
    selling prices. Our average selling prices improved as we
    strategically protected profitability by foregoing certain sales
    opportunities  particularly in the North America and
    EMEA regions. Publics revenue declined across all product
    categories except for software and peripherals, whose revenue
    grew 4% year-over for the first quarter of Fiscal 2010. Product
    revenue decline was led by desktop PCs, which decreased
    24% year-over-year. From a country perspective, revenue declined
    across most countries.
    Small and Medium Business During
    the first quarter of Fiscal 2010, SMB experienced a 30%
    year-over-year decline in revenue and unit shipments. For the
    first quarter of Fiscal 2010, SMB experienced a double digit
    revenue decline across all product lines, led by a 38% and 31%
    decline in desktop PC and mobility revenue, respectively.
    Consistent with our other segments performance, the
    contraction of the global economy in the first quarter of Fiscal
    2010 as compared to the first quarter of Fiscal 2009 is a
    significant contributor to SMBs year-over-year revenue and
    unit shipments decline. Geographically, IT demand was the
    strongest in Asia and softer in the Americas and EMEA. From a
    country perspective, revenue declined across all countries
    except for India, which had year-over-year revenue growth of 56%.
    Consumer Consumer revenue declined 16%
    year-over-year on unit growth of 12% for the first quarter of
    Fiscal 2010. However, even though unit shipments grew, our
    Consumer revenue decreased mainly due to our growth in retail,
    which tends to have lower selling prices, coupled with a shift
    in product mix and competitive pricing pressures. As a result,
    our average selling prices declined 25% year-over-year in the
    first quarter of Fiscal 2010. In addition, Consumers
    desktop PC revenue declined 34% for the first quarter of Fiscal
    2010 as compared to the first quarter of Fiscal 2009 on a unit
    shipment decline of 20% during the same time period, and even
    though mobility shipments increased 32% year-over-year, average
    selling prices for mobility products declined 28% during the
    same time period, which also negatively impacted overall
    Consumer revenue. The continued shift in consumer preference
    from desktops to notebooks has contributed to our mobility unit
    growth. The reduction in mobility average selling prices can be
    mainly attributed to our expansion into retail coupled 28




---



##### Table of Contents



with a demand shift to less expensive notebooks from higher
    priced notebooks. Software and peripheral revenue also declined
    21% year-over-year during the first quarter of Fiscal 2010. At a
    country level, Brazil and India grew revenue year-over-year at a
    rate of 33% and 60%, respectively.    Revenue
    by Product and Services Categories
        Three Months EndedMay 1, 2009



May 2, 2008% of

%



% ofDollars

Revenue

Change

Dollars

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

$
3,875



32
%


(20)%


$
4,849



30
%Desktop PCs


3,163



26
%


(34)%



4,781



30
%Software and peripherals


2,246



18
%


(18)%



2,741



17
%Servers and networking


1,286



10
%


(25)%



1,718



11
%Enhanced services


1,238



10
%


(8)%



1,344



8
%Storage


534



4
%


(17)%



644



4
%Net revenue

$
12,342



100
%


(23)%


$
16,077



100
%   
    Mobility  During the first quarter
    of Fiscal 2010, revenue from mobility products (which includes
    notebook computers and mobile workstations) declined 20% on a
    unit decline of 5% compared to the first quarter of Fiscal 2009.
    According to IDC, our unit shipments declined for the first
    quarter of calendar 2009 by 8%, compared to the industrys
    growth rate of 6%. The mobility shipment decline was most
    pronounced in our Large Enterprise and SMB segments, which
    experienced year-over-year declines of 38% and 31%,
    respectively, mainly due to a softer demand environment.
    Partially offsetting the Large Enterprise and SMB unit decreases
    was 32% unit growth in Consumer mobility products. The
    average selling prices of our mobility products at a
    consolidated level dropped 16% year-over-year due to the
    continued expansion into retail by our Consumer segment coupled
    with a mix shift within Consumer mobility products and weaker
    demand in certain areas of our Public business. Average selling
    prices for mobility products declined 28% in Consumer as opposed
    to only a 1% reduction in our commercial segments (Large
    Enterprise, Public, and SMB).   29




---



##### Table of Contents




    Desktop PCs  During the first
    quarter of Fiscal 2010, revenue from desktop PCs (which includes
    desktop computer systems and workstations) decreased 34%
    year-over-year on a unit decline of 26%. In the marketplace, we
    are continuing to see rising end-user demand for mobility
    products, which contributes to further slowing demand for
    desktop PCs as mobility growth is expected to continue to
    outpace desktop growth. The decline in desktop PC revenue was
    also due to the on-going competitive pricing pressure for lower
    priced desktops and a softening in global IT end-user demand.
    Consequently, our average selling price for desktops decreased
    11% year-over-year during the first quarter of Fiscal 2010 as we
    continued to align our prices and product offerings with the
    marketplace. For the first quarter of Fiscal 2010, desktop
    revenue decreased across all segments. Our Consumer, Large
    Enterprise, SMB, and Public segments experienced year-over-year
    revenue declines of 34%, 39%, 38%, and 24%, respectively. During
    the first quarter of Fiscal 2010, we introduced three new models
    of our
    Vostrotm

    desktop systems, which are designed to meet the productivity
    requirements of small and medium businesses, and we also
    introduced three new Dell Precision tower workstations. Other
    desktop launches during the quarter included our new Inspiron
    slim and mini towers, our
    all-in-one
    Studio One 19, and our XPS 435 designed for elite performance.
    Software and Peripherals  Revenue
    from sales of software and peripherals (S&P)
    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,
    standalone software sales and related support services, and
    other products. This revenue declined 18% year-over-year for the
    first quarter of Fiscal 2010, driven by displays, imaging
    products, and electronics, which experienced revenue declines of
    36%, 30%, and 27%, respectively. We continued to see strength in
    software licensing with 12% growth; contributing to this growth
    was 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. We continue to believe that
    software licensing is a revenue growth opportunity as customers
    continue to seek out consolidated software sources. At a segment
    level, Large Enterprise, SMB, and Consumer experienced
    year-over-year revenue decreases of 26%, 28%, and 21%,
    respectively, for Fiscal 2010; whereas, Publics S&P
    revenue grew 4%.    
    Servers and Networking  During the
    first quarter of Fiscal 2010, revenue from sales of servers and
    networking products decreased 25% year-over-year on a unit
    shipment decrease of 28%. The decline in our server and
    networking revenue is due to demand challenges across all
    segments and regions. Our average selling price for servers and
    networking products increased 4% year-over-year during the first
    quarter of Fiscal 2010. According to IDC, for the first quarter
    of calendar 2009, we continue to rank number one in the United
    States with a 36% share in server units shipped; worldwide, we
    were second with a 26% share. Throughout the first quarter of
    Fiscal 2010, we continued the rollout of our new
    11th generation PowerEdge servers as a part of our mission
    to help companies of all sizes simplify their IT environments.
    These servers provide optimal virtualization, system management,
    and usability.
    Enhanced Services  Enhanced
    services offerings include infrastructure consulting, deployment
    of enterprise products and computer systems in customers
    environments, asset recovery and recycling, computer-related
    training, IT support, client and enterprise support, and managed
    service solutions. Enhanced services revenue decreased 8%
    year-over-year for the first quarter of Fiscal 2010 to
    $1.2 billion mainly due to a lack of demand for our
    business solution services in a slow global economy. For the
    first quarter of Fiscal 2010, enhanced services revenue for each
    of our segments declined as compared to the first quarter of
    Fiscal 2009 with Large Enterprise experiencing the largest
    reduction from an absolute dollar perspective. Revenue declined
    9% for Large Enterprise, 11% for SMB, 14% for Consumer, and 1%
    for Public. Our deferred enhanced service revenue 30




---



##### Table of Contents



balance increased 4% year-over-year to $5.6 billion at
    May 1, 2009, primarily due to an increase in up-sell
    service offerings. While our deferred enhanced services revenue
    balance grew slightly, our enhanced services demand and revenue
    growth has declined driven by lower unit sales. We continue to
    view enhanced services as a strategic growth opportunity and
    will continue to invest in our offerings and resources focused
    on increasing our solution sales.  
    Storage  Revenue from sales of
    storage products decreased 17% year-over-year for the first
    quarter of Fiscal 2010. Large Enterprise, Public, and SMB all
    contributed to the decrease in storage revenue with
    year-over-year revenue declines of 26%, 3%, and 11%,
    respectively, for the first quarter of Fiscal 2010. EqualLogic
    performed strongly with year over year growth of 71%, and during
    the first quarter of Fiscal 2010, we launched our new Dell
    EqualLogic PS6000 series of storage arrays with increased
    performance and advanced virtualization capabilities.  Gross
    Margin
    Three Months EndedMay 1, 2009




May 2, 2008% of


%




% ofDollars


Revenue


Change

Dollars


Revenue(in millions, except percentages)Gross marginProducts

$
1,446



14.1
%

(31)%

$
2,109



15.1
%Services, including software related


722



34.2
%

(16)%


856



40.4
%Total gross margin

$
2,168



17.6
%

(27)%

$
2,965



18.4
%   Products
  Services, including software related
     31




---



##### Table of Contents



Operating
    Expenses
    Three Months EndedMay 1, 2009




May 2, 2008% of


%




% ofDollars


Revenue


Change

Dollars


RevenueOperating expenses:Selling, general, and administrative

$
1,613



13.1
%

(16)%

$
1,912



11.9
%Research, development, and engineering


141



1.1
%

(7)%


152



1.0
%In-process research and development






0.0
%

(100)%


2



0.0
%Operating expenses

$
1,754



14.2
%

(15)%

$
2,066



12.9
%   Selling, general, and administrative
 32




---



##### Table of Contents



Research, Development, and Engineering
  In-Process Research and Development Business
  Operating
    Income
      Large Enterprise
  Public
  Small and Medium Business
  Consumer
 33




---



##### Table of Contents



Investment
    and Other Income (Expense), net
    Three Months EndedMay 1,


May 2,2009


2008(in millions)Investment and other income (expense), net:Investment income, primarily interest

$
21


$
55Gains on investments, net


1



3Interest expense


(29
)


(12
)Foreign exchange






90Other


5



(11
)Investment and other income (expense), net

$
(2
)

$
125       Income
    Taxes
     34




---



##### Table of Contents



ACCOUNTS
    RECEIVABLE
    FINANCING
    RECEIVABLES
           35




---



##### Table of Contents



 
     
      OFF-BALANCE
    SHEET ARRANGEMENTS
  Asset
    Securitization
    Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities
 36




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL COMMITMENTS
  Current
    Market Conditions
   37




---



##### Table of Contents



Liquidity
    364-day
    Key
    Performance Metrics
 38




---



##### Table of Contents



Three Months EndedMay 1,


May 2,2009


2008(in millions)Net change in cash from:Operating activities

$
761


$
143Investing activities


131



(30
)Financing activities


485



387Effect of exchange rate changes on cash and cash equivalents


(38
)


9Net increase in cash and cash equivalents

$
1,339


$
509   Operating Activities
  Key Performance Metrics
    May 1,


January 30,


May 2,2009


2009


2008Days of sales
    outstanding(a)


34



35



36Days of supply in
    inventory(b)


7



7



9Days in accounts
    payable(c)


69



67



75Cash conversion cycle


(28
)


(25
)


(30
)     (a)
    
    Days of sales outstanding
    (DSO) calculates the average collection period of
    our accounts receivable. DSO is based on the ending net trade
    receivables and the most recent quarterly total net 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 May 1, 2009, January 30, 2009, and
    May 2, 2008, DSO and days of customer shipments not yet
    recognized were 31 and 3 days; 31 and 4 days; and 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 total 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 total 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).   39




---



##### Table of Contents



Investing Activities
  Financing Activities
    Capital
    Commitments
  Share Repurchase Program
  Capital Expenditures
 40




---



##### Table of Contents



Restricted Cash
  Debt
    May 1,


January 30,2009


2009(in millions)Notes$600 million issued on April 17, 2008 at 4.70% due
    April 2013 (2013 Notes) with interest payable April
    15 and October 15

$
599


$
599$500 million issued on April 1, 2009 at 5.625% due
    April 2014 (2014 Notes) with interest payable April
    15 and October 15


500



$500 million issued on April 17, 2008 at 5.65% due
    April 2018 (2018 Notes) with interest payable April
    15 and October 15


499



499$400 million issued on April 17, 2008 at 6.50% due
    April 2038 (2038 Notes) with interest payable April
    15 and October 15


400



400Senior Debenture$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 swap termination)


398



400Total long-term debt

$
2,396


$
1,898     RECENTLY
    ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
   
    157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), FSP 157-2
 41




---



##### Table of Contents



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 ,
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K Form 10-K.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Rule 13a-14
  EVALUATION
    OF DISCLOSURE CONTROLS AND PROCEDURES
  Rules 13a-15(e) 15d-15(e)
    CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
   42




---



##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS   ITEM 1A.  RISK
    FACTORS    Form 10-K
  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  PURCHASES
    OF COMMON STOCK
  Share
    Repurchase Program
    Total


ApproximateNumber of


Dollar ValueShares


of Shares ThatTotal


Average


Repurchased


May Yet BeNumber


Price


as Part of


Repurchasedof


Paid


Publicly


Under theShares


per


Announced


AnnouncedPeriod

Repurchased(a)


per Share


Plans


Plans(in millions)Repurchases from January 31, 2009 through February 27,
    2009






N/A






$
4,543Repurchases from February 28, 2009 through March 27,
    2009


4,601


$
22.37



4,601


$
4,543Repurchases from March 28, 2009 through May 1, 2009






N/A






$
4,543Total


4,601







4,601     (a)
    
    All shares were repurchased as part
    of our registered recession offer. On June 5, 2008, we
    announced a registered rescission offer to eligible plan
    participants, which became effective as of August 12, 2008
    and provided for the repurchase of up to
    i) 1,852,486 units sold pursuant to the Dell Inc.
    Stock Fund through the Dell Inc. 401(k) Plan,
    ii) 65,714 units sold pursuant to the Group Retirement
    Savings Plan for the Employees of Dell Canada Inc. and Deferred
    Profit Sharing Plan for Canadian Employees of Dell Canada Inc.
    and iii) 5,841,982 unregistered shares of common stock sold
    pursuant to the Dell Inc. Stock Purchase Plan. The registered
    rescission offer expired on September 26, 2008.  ITEM 6.
    EXHIBITS  (a) Exhibits
 43




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##### Table of Contents



SIGNATURE
      Date: June 4, 2009

/s/ THOMAS W. SWEETThomas W. SweetVice President, Corporate Finance and
    Chief Accounting Officer(On behalf of the registrant and as
    principal accounting officer)  44




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##### Table of Contents



INDEX TO
    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)4
.5



Indenture, dated April 6, 2009, between Dell Inc. and The
    Bank of New York Mellon Trust Company, N.A., as trustee
    (incorporated by reference to Exhibit 4.1 of Dells
    Current Report on
    Form 8-K
    filed April 6, 2009, Commission file
    No. 0-17017)4
.6



First Supplemental Indenture, dated April 6, 2009, between
    Dell Inc. and The Bank of New York Mellon Trust Company,
    N.A., as trustee (incorporated by reference to Exhibit 4.2
    of Dells Current Report on
    Form 8-K
    filed April 6, 2009, Commission file
    No. 0-17017)4
.7



Form of 5.625% Notes due 2014 (incorporated by reference to
    Exhibit 4.3 of Dells Current Report on
    Form 8-K
    filed April 6, 2009, Commission file
    No. 0-17017)31
.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. 45