##### 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
    October 31, 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
  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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##### 



INDEX
   
 PagePart I  FINANCIAL
    INFORMATIONItem 1. Financial StatementsCondensed Consolidated Statements of Financial
    Position at October 31, 2008 (unaudited), and
    February 1, 2008


1Condensed Consolidated Statements of Income for
    the three and nine-month periods ended October 31, 2008
    (unaudited), and November 2, 2007 (unaudited)


2Condensed Consolidated Statements of Cash Flows
    for the nine-month periods ended October 31, 2008
    (unaudited), and November 2, 2007 (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


47Item 6. Exhibits


47EX-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)
  October 31,


February 1,2008


2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
7,910


$
7,764Short-term investments


662



208Accounts receivable, net


5,532



5,961Financing receivables, net


1,526



1,732Inventories, net


1,109



1,180Other


4,795



3,035Total current assets


21,534



19,880Property, plant, and equipment, net


2,458



2,668Investments


374



1,560Long-term financing receivables, net


435



407Goodwill


1,743



1,648Purchased intangible assets, net


750



780Other non-current assets


523



618Total assets

$
27,817


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

$
266


$
225Accounts payable


9,475



11,492Accrued and other


4,108



4,323Short-term deferred service revenue


2,572



2,486Total current liabilities


16,421



18,526Long-term debt


1,851



362Long-term deferred service revenue


3,001



2,774Other non-current liabilities


2,385



2,070Total liabilities


23,658



23,732Commitments and contingencies (Note 11)Redeemable common stock and capital in excess of $.01 par
    value; shares issued and outstanding: 0 and 4, respectively
    (Note 14)


-



94Stockholders equity:Preferred stock and capital in excess of $.01 par value;
    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


10,945



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


(27,903
)


(25,037
)Retained earnings


20,326



18,199Accumulated other comprehensive income (loss)


791



(16
)Total stockholders equity


4,159



3,735Total liabilities and equity

$
27,817


$
27,561    1




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##### Table of Contents



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


Nine Months EndedOctober 31,


November 2,


October 31,


November 2,2008


2007


2008


2007Net revenue

$
15,162


$
15,646


$
47,673


$
45,144Cost of net revenue


12,309



12,758



39,028



36,467Gross margin


2,853



2,888



8,645



8,677Operating expenses:Selling, general, and administrative


1,671



1,900



5,423



5,557Research, development, and engineering


167



159



487



456In-process research and development


-



-



2



-Total operating expenses


1,838



2,059



5,912



6,013Operating income


1,015



829



2,733



2,664Investment and other, net


(6
)


107



137



281Income before income taxes


1,009



936



2,870



2,945Income tax provision


282



170



743



677Net income

$
727


$
766


$
2,127


$
2,268Earnings per common share:Basic

$
0.37


$
0.34


$
1.07


$
1.01Diluted

$
0.37


$
0.34


$
1.06


$
1.00Weighted-average shares outstanding:Basic


1,953



2,236



1,993



2,236Diluted


1,957



2,266



1,998



2,262    2




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##### Table of Contents



DELL
    INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions, unaudited)
  Nine Months EndedOctober 31,


November 2,2008


2007Cash flows from operating activities:Net income

$
2,127


$
2,268Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


575



424Stock-based compensation


201



291Effects of exchange rate changes on monetary assets and
    liabilities denominated in foreign currencies


(113
)


40Deferred income taxes


209



(86
)Other


137



64Changes in operating assets and liabilities, net of effects from
    acquisitions:Accounts receivable


(162
)


(1,313
)Financing receivables


(28
)


(184
)Inventories


65



(437
)Other assets


(648
)


(278
)Accounts payable


(1,992
)


899Deferred service revenue


424



790Accrued and other liabilities


370



274Change in cash from operating activities


1,165



2,752Cash flows from investing activities:Investments:Purchases


(1,150
)


(2,088
)Maturities and sales


2,034



2,745Capital expenditures


(401
)


(636
)Proceeds from sale of facility and land


44



-Acquisition of business, net of cash received


(165
)


(106
)Change in cash from investing activities


362



(85
)Cash flows from financing activities:Repurchase of common stock


(2,866
)


(1
)Issuance of common stock under employee plans


79



21Issuance (payment) of commercial paper, net


253



(100
)Proceeds from issuance of debt


1,519



38Repayments of debt


(237
)


(45
)Other


-



1Change in cash from financing activities


(1,252
)


(86
)Effect of exchange rate changes on cash and cash equivalents


(129
)


109Change in cash and cash equivalents


146



2,690Cash and cash equivalents at beginning of period


7,764



9,546Cash and cash equivalents at end of period

$
7,910


$
12,236    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
     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
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 4




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
    Recently Issued Accounting Pronouncements  Disclosures about Derivative
    Instruments and Hedging Activities, an amendment of FASB
    Statement No. 133 , Accounting for Derivative Instruments and Hedging
    Activities
  Out of Period Adjustments
  Reclassifications 
  NOTE 2 
    INVENTORIES  October 31,


February 1,2008


2008(a)(in millions)Inventories:Production materials

$
680


$
714Work-in-process


138



144Finished goods


291



322Inventories

$
1,109


$
1,180     (a)
    
    Certain prior period amounts have
    been changed to conform to the current year presentation. There
    is no impact to the condensed consolidated financial statements
    as a result of this change. 5




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
   NOTE 3 
    EARNINGS
    PER COMMON SHARE      Three Months Ended


Nine Months EndedOctober 31,


November 2,


October 31,


November 2,2008


2007


2008


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

$
727


$
766


$
2,127


$
2,268Denominator:Weighted-average shares outstanding:Basic


1,953



2,236



1,993



2,236Effect of dilutive options, restricted stock units, restricted
    stock, and other


4



30



5



26Diluted


1,957



2,266



1,998



2,262Earnings per common share:Basic

$
0.37


$
0.34


$
1.07


$
1.01Diluted

$
0.37


$
0.34


$
1.06


$
1.00  6




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  NOTE 4 
    COMPREHENSIVE
    INCOME    Three Months Ended


Nine Months EndedOctober 31,


November 2,


October 31,


November 2,2008


2007


2008


2007(in millions)Comprehensive income:Net income

$
727


$
766


$
2,127


$
2,268Unrealized gains (losses) on foreign currency hedging
    instruments,
    net(a)


808



(64
)


791



(138
)Unrealized (losses) gains on marketable securities, net


(12
)


17



(35
)


32Foreign currency translation adjustments


64



11



51



15Comprehensive income

$
1,587


$
730


$
2,934


$
2,177     (a)
    
    The unrealized gains (losses) on
    foreign currency hedging instruments relate to the effective
    portion of the gain or loss on derivative instruments that are
    designated and qualify as cash flow hedges. Dell reclassifies
    these amounts into earnings in the period when the hedged
    transaction is recognized in earnings. Dell reports the
    effective portion of cash flow hedges in the same financial
    statement line item, within earnings, as the changes in value of
    the hedged item. At October 31, 2008, a related foreign
    exchange receivable of $1.6 billion is included in other
    current assets and a liability of $335 million is included
    in accrued and other on the Condensed Consolidated Statement of
    Financial Position.  NOTE 5 
    FINANCIAL
    SERVICES  Dell Financial Services L.L.C.
        small-and-medium
 7




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  Financing Receivables
    October 31,


February 1,2008


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

$
803


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


689



654Customer receivables, gross


1,492



1,717Customer receivables allowance


(124
)


(96
)Customer receivables, net


1,368



1,621Residual interest


285



295Retained interest


308



223Financing receivables, net

$
1,961


$
2,139Short-term

$
1,526


$
1,732Long-term


435



407Financing receivables, net

$
1,961


$
2,139     
    Customer receivables are presented net of allowance for
    uncollectible accounts. The allowance is based on factors
    including historical experience, past due receivables,
    receivable type, and the risk composition of the receivables.
    The composition and credit quality vary from investment grade
    commercial customers to subprime consumers. Subprime receivables
    comprised approximately 20% of the gross customer receivable
    balance at October 31, 2008, and February 1, 2008.
    Customer receivables are charged to the allowance at the earlier
    of when an account is deemed to be uncollectible or when an
    account is 180 days delinquent. Recoveries on customer
    receivables previously charged off as uncollectible are recorded
    to the allowance for uncollectible accounts.     8




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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 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. 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 October 31,
    2008, and February 1, 2008, $331 million and
    $668 million, respectively, were receivables 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 October 31, 2008, are as follows: 2009:
    $66 million; 2010: $162 million; 2011:
    $111 million; 2012: $42 million; and 2013:
    $4 million. Fixed-term loans are also offered to qualified
    small businesses and primarily consist of loans with short-term
    maturities.  
    Dell retains a residual interest in the leased equipment. The
    amount of the residual interest is established at the inception
    of the lease based upon estimates of the equipment value at the
    end of the lease term using historical studies, industry data,
    and future
    value-at-risk
    demand valuation methods. On a periodic basis, Dell assesses the
    carrying amount of its recorded residual values for impairment.
    Anticipated declines in specific future residual values that are
    considered to be other-than-temporary are recorded in current
    earnings.
    Retained interests represent the residual beneficial interest
    Dell retains in certain pools of securitized financing
    receivables. Retained interests are stated at the present value
    of the estimated net beneficial cash flows after payment of all
    senior interests. Dell values the retained interest at the time
    of each receivable sale and at the end of each reporting period.
    All gains and losses are recognized in income immediately. The
    fair value of the retained interest is determined using a
    discounted cash flow model with various key assumptions,
    including payment rates, credit losses, discount rates, and
    remaining life of the receivables sold. These assumptions are
    supported by both Dells historical experience and
    anticipated trends relative to the particular receivable pool.     9




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
     Three Months Ended


Nine Months EndedOctober 31,


November 2,


October 31,


November 2,2008


2007


2008


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

$
312


$
171


$
223


$
158Issuances


59



57



291



137Distributions from conduits


(73
)


(33
)


(213
)


(114
)Net accretion


11



9



31



20Change in fair value for the period


(1
)


(3
)


(24
)


-Retained interest at end of period

$
308


$
201


$
308


$
201
     Weighted Average Key AssumptionsMonthlyPayment


CreditRates


Losses


Discount Rates


Life(lifetime)


(annualized)


(months)Time of sale valuation of
    retained interest


14
%


6
%


14
%


14Valuation of retained
    interests


8
%


12
%


14
%


12
     October 31,2008(in millions)Adverse change of:Expected prepayment speed: 10%

$
(15
)Expected prepayment speed: 20%

$
(22
)Expected credit losses: 10%

$
(13
)Expected credit losses: 20%

$
(25
)Discount rate: 10%

$
(5
)Discount rate: 20%

$
(10
)
    10




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
    Asset Securitization
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities  a Replacement of FASB Statement
    No. 125
         11




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  NOTE 6 
    FAIR
    VALUE  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.    Level 1


Level 2


Level 3


TotalQuotedPrices inActive


SignificantMarkets for


Other


SignificantIdentical


Observable


UnobservableAssets


Inputs


Inputs(in millions)Investments - available for sale securities

$
-


$
1,035


$
27


$
1,062Investments - trading securities


1



82



-



83Retained interest


-



-



308



308Derivative instruments


-



1,687



-



1,687Total assets measured at fair value on recurring basis

$
1


$
2,804


$
335


$
3,140Derivative instruments

$
-


$
390


$
-


$
390Total liabilities measured at fair value on recurring basis

$
-


$
390


$
-


$
390  12




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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 Interests in Securitized Receivables 
  Derivative Instruments 
 13




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
    InvestmentsRetained


AvailableThree Months Ended
    October 31, 2008

Interest


for Sale


Total(in millions)Balance at August 1, 2008

$
312


$
26


$
338Net unrealized gains included in
    earnings(a)


10



1



11Issuances and settlements


(14
)


-



(14
)Purchases


-



-



-Balance at October 31, 2008

$
308


$
27


$
335InvestmentsRetained


AvailableNine Months Ended
    October 31, 2008

Interest


for Sale


Total(in millions)Balance at February 1, 2008

$
223


$
-


$
223Net unrealized gains included in
    earnings(a)


7



2



9Issuances and settlements


78



-



78Purchases


-



25



25Balance at October 31, 2008

$
308


$
27


$
335     (a)
    
    The unrealized gains on investments
    available for sale represent accrued interest.    Items Measured at Fair Value on a Nonrecurring
    Basis 
 14




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  NOTE 7 
    WARRANTY
    LIABILITY AND RELATED DEFERRED SERVICE REVENUE    Three Months Ended


Nine Months EndedOctober 31, 2008


November 2,
    2007(b)


October 31, 2008


November 2,
    2007(b)(in millions)Deferred service revenue:Deferred service revenue at beginning of period

$
5,689


$
4,662


$
5,260


$
4,221Revenue deferred for new extended warranty and service contracts
    sold(c)


696



1,060



2,698



2,876Revenue
    recognized(d)


(812
)


(702
)


(2,385
)


(2,077
)Deferred service revenue at end of period

$
5,573


$
5,020


$
5,573


$
5,020Current portion

$
2,572


$
2,385


$
2,572


$
2,385Non-current portion


3,001



2,635



3,001



2,635Deferred service revenue at end of period

$
5,573


$
5,020


$
5,573


$
5,020   Three Months Ended


Nine Months EndedOctober 31, 2008


November 2, 2007


October 31, 2008


November 2, 2007(in millions)Warranty liability:Warranty liability at beginning of period

$
1,078


$
914


$
929


$
958Costs accrued for new warranty contracts and changes in
    estimates for pre-existing
    warranties(a) (c)


227



301



910



870Service obligations
    honored(d)


(283
)


(274
)


(817
)


(887
)Warranty liability at end of period

$
1,022


$
941


$
1,022


$
941Current portion

$
723


$
610


$
723


$
610Non-current portion


299



331



299



331Warranty liability at end of period

$
1,022


$
941


$
1,022


$
941     (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)
    
    Prior period amounts have been
    changed to reflect a reclassification between the current
    portion and non-current portion of deferred service revenue.
    There is no impact to the Condensed Consolidated Statements of
    Income as a result of this change.(c)
    
    Includes the impact of foreign
    currency exchange rate fluctuations.(d)
    
    Fiscal 2009 and Fiscal 2008 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. 15




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
   NOTE 8 
    ACQUISITIONS      Business Combinations
  NOTE 9 
    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


72



34



20



-



126Adjustments to goodwill


(24
)


(9
)


(8
)


10



(31
)Balance at October 31, 2008

$
870


$
437


$
139


$
297


$
1,743    16




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  Intangible
    Assets
    October 31, 2008


February 1, 2008Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


Net(in millions)Technology

$
524


$
(66
)

$
458


$
492


$
(16
)

$
476Customer relationships


243



(30
)


213



231



(9
)


222Tradenames


41



(8
)


33



39



(6
)


33Covenants not-to-compete


26



(5
)


21



23



(1
)


22Amortizable intangible assets


834



(109
)


725



785



(32
)


753Indefinite lived intangible assets


25



-



25



27



-



27Total intangible assets

$
859


$
(109
)

$
750


$
812


$
(32
)

$
780     Fiscal Years

(in millions)2009 (remaining 3 months)

$
272010


1602011


1442012


1222013


100Thereafter


172Total

$
725   NOTE 10 
    INCOME
    TAXES     17




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
    NOTE 11 
    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.    In re Dell Securities Litigation
 18




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
    In re Dell ERISA
    Litigation
  In
    re Dell Derivative Litigation
    
    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.    
    Lucent v. Dell In February 2003, Lucent
    Technologies, Inc. filed a lawsuit against Dell alleging that
    Dell infringed 12 patents owned by Lucent and seeking monetary
    damages and injunctive relief. The asserted patents are owned by
    two parties: Alcatel-Lucent and Multimedia Patent Trust
    (MPT). Dell settled with MPT, licensing the patents
    asserted by MPT in the lawsuit, but not with Alcatel-Lucent.
    Trial as to the Alcatel-Lucent owned patents resulted in a jury
    verdict on April 4, 2008. The verdict was in Dells
    favor except for a $51,000 liability for infringement of one of
    the Alcatel-Lucent owned patents (which is subject to indemnity
    by 19




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  Microsoft). Given the favorable court rulings and the resolution
    of the indemnity coverage related to Microsoft products, Dell
    reduced its reserves by $55 million through cost of sales
    in the first quarter of Fiscal 2009. In a decision dated
    May 8, 2008, the Federal Circuit Court of Appeals reversed
    the claim interpretation and remanded to the District Court one
    of the patents on which Dell had won summary judgment (which is
    also subject to the Microsoft indemnity). Dell does not expect
    the outcome of this legal proceeding to have a material adverse
    effect on its financial condition, results of operations, or
    cash flows.    NOTE 12 
    SEGMENT
    INFORMATION     20




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
    Three Months Ended


Nine Months EndedOctober 31,


November 2,


October 31,


November 2,2008


2007


2008


2007(in millions)Net revenue:Americas Commercial

$
7,229


$
7,834


$
22,623


$
22,765EMEA Commercial


3,272



3,448



10,581



9,927APJ Commercial


1,818



1,790



5,896



5,262Global Consumer


2,843



2,574



8,573



7,190Net revenue

$
15,162


$
15,646


$
47,673


$
45,144Consolidated operating income:Americas Commercial

$
763


$
663


$
2,051


$
2,064EMEA Commercial


116



211



409



695APJ Commercial


123



76



411



304Global Consumer


112



(24
)


142



(1
)Consolidated segment operating income


1,114



926



3,013



3,062Stock-based compensation expense


(73
)


(97
)


(201
)


(398
)In-process research and development


-



-



(2
)


-Amortization of intangible assets


(26
)


-



(77
)


-Consolidated operating income

$
1,015


$
829


$
2,733


$
2,664   NOTE 13 
    DEBT  Commercial Paper
     21




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
  India Credit Facilities
    Long-Term Debt and Interest Rate Risk Management
  non-U.S. persons
  360-day 30-day
   22




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)
            NOTE 14 
    REDEEMABLE
    COMMON STOCK   23




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##### 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 II  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 personal computers (including desktops, notebooks, and x86
    servers), and are based on preliminary information provided by
    IDC Worldwide Quarterly PC Tracker, October 24, 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
            
    Global Consumer In the first quarter of
    Fiscal 2009, we realigned our management and 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 is comprised of on-line
    sales, sales over the phone, and sales through our retail
    channel. The global consolidation of this business will improve
    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 24




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##### Table of Contents



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.  
    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
    problem is 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 Power Vault storage
    products, and fourth generation DellEMC 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 and launched
    several notebook products. Industry analysts expect the sale of
    notebook units globally to outpace that of desktops for the
    first time next year and for that trend to continue into the
    future. In third quarter of Fiscal 2009, we introduced a new
    addition to our Dell Inspiron products with our new 3G enabled
    Inspiron Mini. 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
    the remainder of Fiscal 2009, targeting various price and
    performance bands.
    Small and Medium Business We are focused on
    providing small and medium businesses 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, where we expect a majority of
    the worldwide growth to occur in the next four 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.   25




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##### Table of Contents



Third Quarter Performance
    Share position



We shipped approximately 10.5 million units, resulting in a
    worldwide PC share position of 14.2%, a decrease of
    approximately one-half percentage point year-over-year.Net revenue



Net revenue decreased 3% year-over-year to $15.2 billion, with
    unit shipments up 3% year-over-year.Operating income



Operating income increased 22% year-over-year to $1.0 billion
    for the current quarter, or 6.7% of revenue, as compared to $829
    million or 5.3% of revenue for the third quarter of Fiscal 2008.Earnings per share



Earnings per share increased 9% to $0.37 for the current quarter
    compared to $0.34 for the third quarter of Fiscal 2008.   Results
    of Operations
    Three Months Ended

Nine Months EndedOctober 31, 2008

November 2, 2007

October 31, 2008

November 2, 2007% of




% of




% of




% ofDollars


Revenue

Dollars


Revenue

Dollars


Revenue

Dollars


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

$
15,162


100.0%

$
15,646


100.0%

$
47,673


100.0%

$
45,144


100.0%Gross margin

$
2,853


18.8%

$
2,888


18.5%

$
8,645


18.1%

$
8,677


19.2%Operating expenses

$
1,838


12.1%

$
2,059


13.2%

$
5,912


12.4%

$
6,013


13.3%Operating income

$
1,015


6.7%

$
829


5.3%

$
2,733


5.7%

$
2,664


5.9%Net income

$
727


4.8%

$
766


4.9%

$
2,127


4.5%

$
2,268


5.0%Earnings per share diluted

$
0.37


N/A

$
0.34


N/A

$
1.06


N/A

$
1.00


N/A   Consolidated Operations
   26




---



##### Table of Contents



Revenues by Segment
   
 27




---



##### Table of Contents



Three Months Ended

Nine Months EndedOctober 31, 2008

November 2, 2007

October 31, 2008

November 2, 2007% of




% of




% of




% ofDollars


Revenue

Dollars


Revenue

Dollars


Revenue

Dollars


Revenue(in millions, except percentages)Net revenueAmericas Commercial

$
7,229


48%

$
7,834


50%

$
22,623


48%

$
22,765


50%EMEA Commercial


3,272


21%


3,448


22%


10,581


22%


9,927


22%APJ Commercial


1,818


12%


1,790


11%


5,896


12%


5,262


12%Global Consumer


2,843


19%


2,574


17%


8,573


18%


7,190


16%Net revenue

$
15,162


100%

$
15,646


100%

$
47,673


100%

$
45,144


100%   
    Americas CommercialAmericas
    Commercial revenue decreased 8% and 1% with unit shipments down
    14% and 1% year-over-year for the third quarter and first nine
    months of Fiscal 2009, respectively. Revenue declined across all
    business sectors within Amercias Commercial, except for Latin
    America and sales to the U.S. Federal government, due to
    the challenging IT end-user demand environment. From a product
    perspective, the revenue decline was primarily due to a decrease
    in desktop revenue of 14% and 9% for the third quarter and first
    nine months of Fiscal 2009, respectively, on a desktop unit
    decline of 14% and 4%, for the respective periods. Americas
    Commercial also experienced mobility revenue decline of 15% and
    5% for the third quarter and first nine months of Fiscal 2009,
    respectively, on mobility unit decline of 14% and unit growth of
    2% for the respective periods. This decline was offset by strong
    revenue growth in services, which increased 10% during the third
    quarter of Fiscal 2009 and 17% for the first nine months of
    Fiscal 2009. Growth in Latin America was led by Brazil and
    Chile, which experienced an 18% and 8%, respectively,
    year-over-year increase in revenue during the third quarter of
    Fiscal 2009 as compared to Fiscal 2008.
    EMEA CommercialEMEA Commercial
    experienced a 5% year-over-year decline in revenue on flat unit
    shipments for the third quarter of Fiscal 2009. The revenue
    decline was primarily a result of a significant decline in
    desktop revenue of 16% for the third quarter of Fiscal 2009,
    partially offset by revenue growth with our storage products,
    software and peripherals, and services. EMEA Commercial also
    experienced a mobility revenue decline of 3% on mobility unit
    growth of 9% for the third quarter of Fiscal 2009. During the
    third quarter of Fiscal 2009, EMEA Commercial continued to
    experience weakened demand in Western Europe; however, there was
    double digit revenue growth in several emerging countries such
    as the Czech Republic, Poland, and Ukraine. This growth, while
    consistent with our overall strategy, continued to drive a mix
    shift in the EMEA Commercial revenue base. As a result, during
    the third quarter of Fiscal 2009, total average revenue per unit
    decreased 5%.    
    APJ CommercialDuring the third
    quarter and first nine months of Fiscal 2009, APJ Commercial
    experienced a 2% and 12% year-over-year increase in revenue to
    $1.8 billion and $5.9 billion, respectively, on a 15%
    and 20% increase in unit shipments, for the respective periods,
    driven by strong double digit unit growth in emerging 28




---



##### Table of Contents



countries. For the third quarter of Fiscal 2009, sales of
    storage and mobility products increased year-over-year by 25%
    and 13%, respectively, with unit growth of 36% for mobility.
    Sales of mobility products grew due to the continued shift in
    customer preference from desktops to notebooks. For the first
    nine months of Fiscal 2009, revenue grew across all product
    lines, with mobility and storage leading the growth with
    year-over-year revenue increases of 24% and 20%, respectively.
    From a country perspective, India, Australia, and New Zealand
    experienced strong revenue growth during the third quarter of
    Fiscal 2009. During the third quarter of Fiscal 2009,
    year-over-year revenue growth for our targeted BRIC countries of
    India and China was 16% and 2%, respectively.  
    Global Consumer Global Consumer
    revenue increased 10% and 19% year-over-year for the third
    quarter of Fiscal 2009 and first nine months of Fiscal 2009,
    respectively, on unit growth of 32% and 43% for the third
    quarter and first nine months of Fiscal 2009, respectively.
    Year-to-date, we have grown over two times the industry rate of
    growth on a unit basis and increased our global share to 8.4%,
    driven by continued success in the global retail channel and a
    more diversified and leading product portfolio. This growth was
    led by our APJ consumer business with a 64% year-over-year
    increase in revenue. From a product perspective, the increase in
    Global Consumer revenue for the third quarter of Fiscal 2009 is
    primarily due to strong mobility and services growth of 31% and
    16%, respectively. For the first nine months of Fiscal 2009,
    mobility and software and peripherals led Global Consumer
    revenue growth with year-over-year increases of 46% and 19%,
    respectively, and unit growth of 80% for mobility. Our mobility
    growth in this segment can be primarily 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 notebooks. Global
    Consumers revenue growth was offset by a 22% and 12%
    year-over-year decrease in desktop revenue for the third quarter
    and first nine months of Fiscal 2009, on desktop unit decline of
    20% and unit growth of 1%, respectively.    Revenue by Product and Services Categories
      Three Months Ended

Nine Months EndedOctober 31, 2008

November 2, 2007

October 31, 2008

November 2, 2007% of




% of




% of




% ofDollars


Revenue

Dollars


Revenue

Dollars


Revenue

Dollars


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

$
4,083


27%

$
4,754


30%

$
13,712


29%

$
14,713


32%Mobility


4,849


32%


4,729


30%


14,624


31%


12,610


28%Software & peripherals


2,586


17%


2,533


16%


8,116


17%


7,254


16%Servers & networking


1,573


10%


1,651


11%


4,928


10%


4,862


11%Services


1,449


10%


1,355


9%


4,359


9%


3,919


9%Storage


622


4%


624


4%


1,934


4%


1,786


4%Net revenue

$
15,162


100%

$
15,646


100%

$
47,673


100%

$
45,144


100%   
    Desktop PCs During the third quarter
    and first nine months of Fiscal 2009, revenue from desktop PCs
    (which includes desktop computer systems and workstations)
    decreased year-over-year 14% and 7%, respectively, on a unit
    decline of 10% for the third quarter and a 1% unit growth for
    the first nine months of Fiscal 2009. The decline was primarily
    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
    5% and 8% year- 29




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##### Table of Contents



over-year during the third quarter and first nine months of
    Fiscal 2009, respectively, as we aligned our prices and product
    offerings with the marketplace. Desktop revenue declined
    year-over-year across all of our segments for the third quarter
    of Fiscal 2009. This decline was the least significant in APJ
    Commercial with a 2% year-over-year decline in the third quarter
    of Fiscal 2009. For the first nine months of Fiscal 2009,
    desktop revenue decreased across all segments except for APJ
    Commercial, which experienced year-over-year revenue growth of
    7%. Our Americas Commercial, EMEA Commercial, and Global
    Consumer segments experienced weaker performance in desktop
    sales with year-over-year revenue decreases of 14%, 16%, and
    22%, respectively, for the third quarter of Fiscal 2009, and
    decreases of 9%, 7%, and 12%, respectively, for the nine months
    ending October 31, 2008. 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 outpace desktop growth at a rate of approximately
    six-to-one. During the quarter, we introduced four new models of
    our OptiPlex commercial desktop systems. These systems cut power
    consumption by up to 43%, speed serviceability time by more than
    40% versus our competition, and include a portfolio of services
    that can be accessed by the user as needed.  
    Mobility During the third quarter and
    first nine months of Fiscal 2009, revenue from mobility products
    grew 3% and 16%, respectively, on unit growth of 19% and 34%,
    respectively. This unit growth rate was slower than the
    industrys unit growth of 40% and 39% for the third quarter
    and first nine months of calendar 2008, respectively. Our growth
    was slower as our commercial businesses transitioned to the new
    LatitudeTM

    Series E and Dell Precision notebook product lines during
    the third quarter combined with slower end-user demand. Our new
    product lines range from the lightest ultra-portable in our
    history to the most powerful mobile workstation. Partially
    offsetting our slower commercial business growth was
    year-over-year unit growth in our Global Consumer business of
    67% and 80% for the third quarter and first nine months of
    Fiscal 2009, respectively, which was better than industry unit
    growth. Global Consumer and APJ Commercial led our mobility
    revenue growth for the third quarter and first nine months of
    Fiscal 2009. As a result, of our expansion into consumer retail,
    Global Consumers mobility revenue grew 31% and 46%,
    year-over-year, for the first three and nine months of Fiscal
    2009, respectively. During the same time period, APJ Commercial
    grew revenue by 13% and 24%, respectively, on the strength of
    Vostro sales partially offset by weak
    LatitudeTM

    sales and overall weakening demand in China. EMEA Commercial
    mobility revenue declined 3% year-over-year for the third
    quarter of Fiscal 2009, but increased 19% year-over-year for the
    first nine months of Fiscal 2009. EMEA Commercial continued to
    experience competitive pricing pressures as average unit prices
    declined 11% and 13% for the third quarter and first nine months
    of Fiscal 2009, respectively. EMEA continues to experience
    significant unit growth in the lower price bands where we are
    expanding our product offering. Americas Commercial mobility
    revenue declined 15% and 5% year-over-year for the three and
    first nine months of Fiscal 2009, respectively. We continued to
    see conservative spending across all business sectors within
    Americas Commercial, including Latin America. Competitive
    pricing pressures, which were most pronounced in our Global
    Consumer and EMEA Commercial segments, drove our average unit
    pricing down in Fiscal 2009.    
    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 2% and 12%
    year-over-year
    for the third quarter and first nine months of Fiscal 2009,
    respectively, driven by strength in software licensing primarily
    due 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 6%
    year-over-year increase for the third quarter of Fiscal 2009 and
    a 19% year-over-year growth rate for the first nine months of
    Fiscal 2009. EMEA Commercial and Americas Commercial both
    experienced revenue growth of 2% for the third quarter of Fiscal
    2009, and 13% and 10%, respectively, for the first nine months
    of Fiscal 2009. Software and peripherals revenue for APJ
    Commercial decreased 3% year-over-year for the third quarter of
    Fiscal 2009, but increased 12% year-over-year for the first nine
    months of Fiscal 2009. 30




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##### Table of Contents




    Servers and Networking Revenue and
    unit shipments, from sales of servers and networking products,
    both declined 5% year-over-year for the third quarter of Fiscal
    2009 due to demand challenges across all regions. For the first
    nine months of Fiscal 2009, revenue increased 1% on a unit
    increase of 11%. For the first nine months of Fiscal 2009, our
    server and networking revenue grew slower than units due to our
    pricing and product strategy as we shift our product offerings
    to lower price bands to drive growth. During Fiscal 2009, we
    expanded our server coverage to 88% of the server space, and we
    plan to increase our coverage to 95% next year. For the first
    nine months of Fiscal 2009, APJ Commercial and Americas
    Commercial contributed to the modest revenue growth, and in the
    third quarter and first nine months of calendar 2008, we were
    again ranked number one in the United States with a 33% and 36%
    share, respectively, in server units shipped. During the fiscal
    year, we have released our broadest lineup of dedicated
    virtualization solutions ever, including more than a dozen new
    servers, tools, and services, as a part of our mission to help
    companies of all sizes to simplify their IT environments.
    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 7% and 11% year-over-year
    for the third quarter and first nine months of Fiscal 2009
    respectively, to $1.4 billion and $4.4 billion,
    respectively, mainly due to higher amortization of deferred
    service revenue in our Americas Commercial segment and a 12%
    year-over-year increase in consulting services revenue for the
    third quarter of Fiscal 2009. For the first nine months of
    Fiscal 2009, the increase in services revenue was also aided by
    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. For the
    third quarter of Fiscal 2009, Americas Commercial and Global
    Consumer drove the increase in services revenue with
    year-over-year revenue growth of 10% and 16%, respectively;
    whereas, Americas Commercial and APJ Commercial led
    year-over-year revenue growth for the first nine months of
    Fiscal 2009, with increases of 17% and 12%, respectively. EMEA
    Commercial contributed with year-over-year revenue growth of 1%
    for the third quarter and 4% for the first nine months of Fiscal
    2009. During Fiscal 2008, we acquired a number of service
    technologies and capabilities through acquisitions of certain
    companies. These capabilities are being used to build-out our
    mix of service offerings. We are continuing to make 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
    $5.6 billion at October 31, 2008, due to continued
    strength in services sales.
    Storage Revenue from sales of storage
    products remained flat for the third quarter of Fiscal 2009 as
    compared to the same period in Fiscal 2008 due to softening
    demand in our Americas region as a result of the challenging
    demand environment. However, storage revenue increased 8%
    year-over-year for the first nine months of Fiscal 2009. For the
    first nine months of Fiscal 2009, year-over-year storage growth
    was led by strength in our Powervault line and the strong
    performance of our EqualLogic iSCSI networked storage solutions.
    APJ Commercial and EMEA Commercial experienced strong
    year-over-year revenue growth of 25% and 21%, respectively, for
    the third quarter of Fiscal 2009, and 20% and 28% revenue
    growth, respectively, for the first nine months of Fiscal 2009,
    as opposed to Americas Commercial, whose storage revenue
    declined 11% during the third quarter and was flat for the first
    nine months of Fiscal 2009. During the quarter, we expanded our
    storage portfolio by allowing customers to pay as you
    grow with EqualLogic and new PowerVault storage products. 31




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##### Table of Contents



Gross
    Margin
    Three Months Ended


Nine Months EndedOctober 31, 2008


November 2, 2007


October 31, 2008


November 2, 2007% of





% of





% of





% ofDollars


Revenue


Dollars


Revenue


Dollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenue

$
15,162



100.0%


$
15,646



100.0%


$
47,673



100.0%


$
45,144



100.0%Gross margin

$
2,853



18.8%


$
2,888



18.5%


$
8,645



18.1%


$
8,677



19.2%              32




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##### Table of Contents



Operating
    Expenses
    Three Months Ended

Nine Months EndedOctober 31, 2008

November 2, 2007

October 31, 2008

November 2, 2007% of




% of




% of




% ofDollars


Revenue

Dollars


Revenue

Dollars


Revenue

Dollars


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

$
1,671


11.0%

$
1,900


12.2%

$
5,423


11.4%

$
5,557


12.3%Research, development, and engineering


167


1.1%


159


1.0%


487


0.9%


456


1.0%IPR&D


-


-


-


-


2


0.1%


-


-Operating expenses

$
1,838


12.1%

$
2,059


13.2%

$
5,912


12.4%

$
6,013


13.3%   
    Selling, general, and administrative During the third quarter of Fiscal 2009,
    selling, general, and administrative (SG&A)
    expenses decreased 12% to $1.7 billion compared to
    $1.9 billion in the same period of Fiscal 2008. The
    decrease in SG&A expenses in the third quarter of Fiscal
    2009 from the third quarter of Fiscal 2008 is primarily due to a
    reduction in compensation-related expenses of approximately
    $140 million, which includes a $24 million decrease in
    expenses related to headcount and infrastructure reductions. The
    $140 million decrease also includes an approximately
    $60 million decrease in bonus-related expenses and an
    approximately $22 million decrease in deferred compensation
    plan expenses. Additionally, with the increase in retail
    volumes, advertising expenses decreased approximately
    $50 million in the third quarter of Fiscal 2009 from the
    same period in Fiscal 2008. Finally, costs associated with the
    ongoing U.S. Securities and Exchange Commission
    (SEC) investigation and the Audit Committees
    now completed independent investigation decreased by
    $21 million from the prior year.   33




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##### Table of Contents




    Research, development, and engineering During the third quarter and first nine months
    of Fiscal 2009, research, development, and engineering
    (RD&E) expenses remained approximately 1% of
    revenue. During the third quarter of Fiscal 2009, RD&E
    expenses increased approximately $8 million to
    $167 million, and for the first nine months of Fiscal 2009,
    RD&E expenses increased approximately $31 million to
    $487 million. We manage our research, development, and
    engineering spending by targeting those innovations, products,
    and services 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 2,184 patents worldwide and have applied for
    2,469 additional patents worldwide as of October 31, 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. During the first nine
    months of Fiscal 2009, we recorded IPR&D charges of
    $2 million, primarily related to our acquisition of Message
    One, Inc.    Investment
    and Other, net
    Three Months Ended


Nine Months EndedOctober 31,


November 2,


October 31,


November 2,2008


2007


2008


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

$
42


$
134


$
146


$
373Gains (losses) on investments, net


1



4



(10
)


9Interest expense


(28
)


(9
)


(66
)


(33
)CIT minority interest


-



(9
)


-



(23
)Foreign exchange


3



(9
)


113



(40
)Other


(24
)


(4
)


(46
)


(5
)Investment and other, net

$
(6
)

$
107


$
137


$
281  34




---



##### Table of Contents



Form 10-K
      Income
    Taxes
      Financing
    Receivables
  Financing Receivables   
 35




---



##### Table of Contents



small-and-medium
    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
    Liquidity
     37




---



##### Table of Contents



A-1 Form 10-K
 38




---



##### Table of Contents



Nine Months EndedOctober 31,


November 2,2008


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

$
1,165


$
2,752Investing activities


362



(85
)Financing activities


(1,252
)


(86
)Effect of exchange rate changes on cash and cash equivalents


(129
)


109Net increase in cash and cash equivalents

$
146


$
2,690   Operating Activities
      October 31,


November 2,2008


2007Days of sales
    outstanding(a)


36



38Days of supply in
    inventory(b)


8



8Days in accounts
    payable(c)


(69
)


(81
)Cash conversion cycle


(25
)


(35
)     (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
    October 31, 2008, and November 2, 2007, DSO and days
    of customer shipments not yet recognized were 33 and
    3 days, and 35 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 the 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 the 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).   39




---



##### Table of Contents



Investing Activities
  Financing Activities
    Capital
    Commitments
  Redeemable Common Stock
  Share Repurchase Program
 40




---



##### Table of Contents



Capital Expenditures
  Restricted Cash
  Contractual
    Cash Obligations
  Purchase Obligations
  Debt
  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
 41




---



##### Table of Contents



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
  ITEM 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K Form 10-Q.
  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




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##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    Legal
    Proceedings    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, inflation, 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. If these global
    economic issues persist, there could 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 impact our ability to effectively manage
    inventory levels and collect customer receivables, could
    lengthen our cash conversion cycle and increase our need for
    cash, and could ultimately decrease our net revenue and
    profitability.
    Failure to reestablish a cost and competitive advantage may
    result in reduced market share, revenue, and
    profitability.  Our success has historically been
    based on our ability to profitably offer products at a lower
    price or with more value than our competitors. However, we
    compete with many companies globally in all aspects of our
    business. If our increasing reliance on third-party original
    equipment manufacturers, original design manufacturing
    partnerships, and manufacturing outsourcing relationships fails
    to generate cost efficiencies, our profitability could be
    adversely impacted. Our profitability is also affected by our
    ability to negotiate favorable pricing with our vendors,
    including vendor rebates, marketing funds, and other vendor
    funding. Because these supplier negotiations are continuous and
    reflect the ongoing competitive environment, the variability in
    timing and amount of incremental vendor discounts and rebates
    can affect our profitability. An inability to reestablish our
    cost advantage or determine alternative means to deliver value
    to our customers may adversely affect our market share, revenue,
    and profitability.
    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 2008. 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
    (BRIC). Our international operations face many risks
    and uncertainties, including varied local economic and labor
    conditions, political instability, and unexpected 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 seasonality trends. 43




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##### Table of Contents




    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, or telephone system failure impairs our
    infrastructure, we may be unable to book or process orders,
    manufacture, and 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 failure to effectively manage a product transition 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.
    Product transitions present execution challenges and risks for
    any company. If we are unable to effectively manage a product
    transition, 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 creates risks and
    uncertainties.  Our manufacturing process requires
    a high volume of quality components from third-party suppliers.
    Defective parts received from these suppliers could reduce
    product reliability and harm the reputation of our products.
    Reliance on suppliers subjects us to possible industry shortages
    of components and reduced control over delivery schedules (which
    can harm our manufacturing efficiencies), as well as increases
    in component costs (which can harm our profitability).
    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
    extreme volatility and disruption for more than twelve months.
    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 the
    credit markets has increased as many lenders and institutional
    investors have increased interest rates, enacted tighter lending
    standards, and reduced or ceased to provide funding to
    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 any such financing, which could
    unfavorably affect our net revenue and profitability. See
    Part I  Item 2 
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Liquidity and Capital
    Commitments  Liquidity. 44




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##### Table of Contents




    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.
    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 11 of Notes to Consolidated
    Financial Statements included in Part I 
    Item 1  Financial Statements. 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 have begun to 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 sell through an increasing number
    of indirect channels, inventory management becomes more
    challenging as 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
    costs 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 types of financing
    arrangements with a wide array of counterparties, including
    foreign currency forward contracts and interest rate swaps. The
    terms of these contracts are often customized and complex, and
    many of these arrangements occur in markets that are not subject
    to regulatory oversight. 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 45




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##### Table of Contents



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.  
    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 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
    description of potential claims related to copyright levies, see
    Note 11 of Notes to Consolidated Financial Statements
    included in Part I 
    Item 1  Financial Statements  Legal
    Maters  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 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 2021. Many of these holidays may be extended when
    certain conditions are met. If they are not extended, then our
    effective tax rate would increase in the future.
    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. 46




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##### Table of Contents



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(a)


Average


Repurchased


May Yet BeNumber


Price


as Part of


Repurchasedof


Paid


Publicly


Under theShares


per


Announced


AnnouncedPeriod

Repurchased


Share


Plans


Plan(in millions, except average price paid per share)Repurchases from August 2, 2008, 
    through August 29, 2008


9


$
23.52



9


$
4,755Repurchases from August 30, 2008, 
    through September 26, 2008


6


$
18.28



6


$
4,652Repurchases from September 27, 2008, 
    through October 31,
    2008(b)


7


$
15.40



7


$
4,545Total


22


$
19.53



22   (a)
    8,932 shares were withheld from Dell employees to pay taxes
    and fees associated with the employees exercise of stock
    options  (b)
    Includes 870,132 shares that were repurchased as a part of
    our registered rescission offer at an average price of $23.09
    per share.  ITEM 6.
    Exhibits  (a)  Exhibits
 47




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##### Table of Contents



SIGNATURE
     DELL INC./s/  THOMAS
    W. SWEETDate: December 4, 2008Thomas W. SweetVice President, Corporate Finance and
    Chief Accounting Officer(On behalf of the registrant and as
    principal accounting officer)  48




---



##### 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



Exchange and Registration Rights Agreement, dated as of
    April 17, 2008, among Dell Inc. and Barclays Capital Inc.,
    Goldman, Sachs & Co. and J.P. Morgan Securities
    Inc., as representatives of the several purchasers named therein
    (incorporated by reference to Exhibit 4.2 of Dells
    Current Report on
    Form 8-K
    filed April 17, 2008, Commission File
    No. 0-17017)31
.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. 49