UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934      For the fiscal year ended December 31, 2008

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from            to            .

Commission file number: 000-17017

A.		Full title of the plan and the address of the plan, if different from that of the issuer named below:

DELL INC. 401(k) PLAN

B.		Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

 

Dell Inc. 401(k) Plan
Contents
December 31, 2008 and 2007

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits at December 31, 2008 and 2007			2
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2008			3
Notes to Financial Statements			4
Supplemental Schedule*
Schedule H, line 4i — Schedule of Assets (Held at End of Year) at December 31, 2008			15
EX-23.1

*Note: Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as there were no transactions of the type required to be disclosed in such schedules.

Report of Independent Registered Public Accounting Firm

To the Participants and Benefits Administration Committee of the Dell Inc. 401(k) Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Dell Inc. 401(k) Plan (the “Plan”) at December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i — Schedule of Assets (Held at End of Year) at December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP

Dallas, Texas

June 25, 2009

Dell Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007

(in thousands)		2008				2007
Assets
Investments:
Registered investment funds		$	658,313			$	926,435
Separately managed funds			314,546				502,573
Stable value fund investment contracts			232,373				146,278
Dell Inc. common stock			114,411				235,872
Participant loans			57,931				61,359
Short-term investment funds			3,528				3,856
Total investments at fair value			1,381,102				1,876,373
Receivables:
Interest income			3				225
Due from broker — unsettled trades			—				102
Employee contributions			—				4,212
Employer contributions			9,778				8,116
Total assets			1,390,883				1,889,028
Liabilities
Administrative expenses payable			837				1,143
Due to broker			1,305				96
Net assets reflecting investments at fair value			1,388,741				1,887,789
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			14,377				558
Net assets available for benefits		$	1,403,118			$	1,888,347

The accompanying notes are an integral part of these financial statements.

Dell Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2008

(in thousands)
		2008
Contributions:
Employee contributions		$	156,920
Employer contributions			109,558
Employee rollovers			4,172
Total contributions			270,650
Investment income (loss):
Interest and dividends			16,167
Interest on participant loans			4,338
Net depreciation in fair value of investments			(633,371	)
Total investment loss			(612,866	)
Deductions:
Benefits paid to participants			(169,642	)
Administrative expenses			(3,278	)
Total deductions			(172,920	)
Net decrease in net assets available for benefits before transfer			(515,136	)
Transfer from DFS Plan (Note 9)			29,907
Net decrease in net assets available for benefits			(485,229	)
Net assets available for benefits:
Beginning of year			1,888,347
End of year		$	1,403,118

The accompanying notes are an integral part of these financial statements.

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

1.		Description of the Plan
		General Dell Inc. (the “Company” or “Employer”) originally adopted the Dell Inc. 401(k) Plan on June 1, 1989, which was amended and restated effective January 1, 2007 (the “Plan”). The Plan was further amended on December 10, 2008. The following brief description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
		The Plan is a defined contribution plan covering all U.S. resident employees of the Company who are not covered by a collective bargaining agreement. Participation in the Plan is at the election of the employee. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
		Participant Contributions Contributions are made to the Plan by the Company on behalf of each eligible participant based upon the participant’s elected compensation deferral through payroll deductions. The deferrals are funded by the Company at the end of each payroll period. The amount eligible participants may elect to contribute to the Plan ranges from 1% to 50% of their eligible compensation, in whole percentages, up to the annual statutory limit of $15,500 as permitted by the Internal Revenue Code of 1986, as amended (“IRC”). Highly compensated employees, as defined by the IRC, may be subject to more restrictive maximum annual contribution limits if the Plan fails to satisfy certain testing criteria set forth in the IRC. The Plan relies on the safe harbor rules of Section 401(k) (12) of the IRC in order to satisfy the nondiscrimination testing requirements. Participants age 50 or over may elect to contribute an additional $5,000 (“catch-up contributions”) over the base statutory limit in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001.
		The Plan also permits employees to contribute balances from other qualified plans (“rollover contributions”).
		Employer Contributions For 2008, the Company matched 100% of the first 5% of eligible compensation that each participant contributed to the Plan. The Company’s matching contributions were made at the end of each payroll period. Additional discretionary employer contributions may be made upon the approval of the Company’s Board of Directors. The Company made no additional discretionary contributions for the year ended December 31, 2008. All of the Company’s contributions are invested at the participant’s discretion among the fund elections. Neither participant, Company matching, nor discretionary contributions are required to be invested in the Dell Inc. Stock Fund.
		Participant Accounts Each participant’s account is credited with the participant’s contributions, allocations of Employer matching and discretionary contributions, and Plan earnings offset by Plan administrative expenses. Each day, JPMorgan Chase Bank, N.A. (the “Plan Trustee”) calculates net earnings and allocates gains and losses to each participant’s account. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
		Vesting Participants are immediately vested in their contributions and earnings thereon. Participants are also immediately vested in Company matching contributions and any earnings thereon.

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

		Participants employed with the Company as of January 1, 2005, became fully vested in all Employer contributions and earnings thereon. Participants that terminated employment with the Company prior to January 1, 2005, forfeited unvested amounts to the Plan. If a portion of a participant’s account was forfeited and the participant returns to employment with the Company within five years from the date of termination, the previously forfeited amounts will be restored and fully vested if the Participant repays any prior distribution received from the Plan within five years from the participant’s date of rehire.
		Forfeitures Employer contributions forfeited by unvested terminated participants may be used by the Company to satisfy Plan administrative expenses or to reduce future Employer contributions. There were no unallocated forfeited non-vested accounts at December 31, 2008 and 2007. During 2008, forfeited account balances of $726,366 were used to reduce Employer contributions.
		Benefit Payments Participants are entitled to receive a distribution of the vested portion of their account upon reaching age 591/2, termination of employment, disability, death, or in the event of financial hardship. A participant may defer benefit payments until reaching age 701/2, provided his or her vested account balance is greater than $5,000; otherwise, in the event of a distribution greater than $1,000 but less than $5,000, the Participant may elect either a direct rollover to an individual retirement account (“IRA”) or another qualified plan or a lump-sum amount equal to the value of the vested portion of his or her account upon termination of service. If an employee fails to make an election of one of these options within 90 days of the termination date, his or her vested account balance will automatically be directed to a rollover IRA. Similarly, participants with a vested account balance of less than $1,000 may elect either of the options noted above. If an election is not made within 90 days of the termination date, the balance will be distributed to the participant in a lump sum. Payment of benefits prior to termination of service may be made under certain circumstances as defined by the Plan.
		Administration and Plan Expenses Plan assets are held in trust by the Plan Trustee. The Plan’s third-party recordkeeper is Hewitt Associates LLC (“Hewitt”). Administrative expenses are primarily paid by the participants of the Plan and are allocated to participant accounts ratably based on fund balances.
		Investments The plan is invested in registered mutual funds, separately managed funds and Dell common stock. The following investments represent separately managed funds which are comprised of investments in common stocks, registered investment companies and cash equivalents: Dodge & Cox Large Cap Fund, Dodge & Cox Balanced Fund, Times Square Small/Mid Cap Growth Fund, and the Dwight Stable Value Fund (collectively, the “Core Funds”). The Plan invests in the underlying registered investment company funds on a unitized basis. Effective April 9, 2008, the Dodge & Cox International Value Fund was added as an investment option. Stocks are valued at the closing price reported on the active market on which the security is traded. Mutual funds are valued at their net asset value, which can be market corroborated.

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

		In addition, participants may elect to contribute to funds that invest in a mix of funds based on target retirement dates (“Pre-Mixed Portfolios”). The Pre-Mixed Portfolios provide for diversification of investments based on the participants’ age and length of time until retirement.
		The Dwight Stable Value Fund (the “Fund”) may invest in a variety of stable value products including guaranteed investment contracts (“GICs”) issued by insurance companies and other financial institutions, and other investment products (separate account contracts and synthetic GICs) with similar characteristics.
		Traditional GICs are investment contracts backed by the general account of the issuer. The Fund deposits a lump sum with the issuer and receives a guaranteed interest rate for a specified time. Interest is accrued on either a simple interest or fully compounded basis and paid either periodically or at the end of the contract term. The issuer guarantees that all qualified participant withdrawals will occur at contract value (principal plus accrued interest). The Fund did not hold any GIC contracts during the years ended December 31, 2008 or 2007.
		Separate account contracts are similar in structure to traditional GICs, except that the underlying assets are held in a separate account for the benefit of the Plan. The interest crediting rate is based upon the characteristics of the underlying assets. The issuer guarantees that all qualified participant withdrawals will occur at contract value. The Fund did not hold any separate account contracts during the years ended December 31, 2008 or 2007.
		A synthetic GIC (“SIC”), also known as a wrap contract, is an investment contract issued by an insurance company or other financial institution, backed by a portfolio of bonds or other fixed income assets that are owned by the Plan. These assets underlying the wrap contract are maintained by a third party custodian, separate from the contract issuer’s general assets. The contracts are obligated to provide an interest rate not less than zero. SICs utilize the benefit responsive wrap contracts to provide market and cash flow risk protection to the Plan thus guaranteeing the value of the underlying investment for the life of the contract. This enables the Plan to realize a specific known value for the assets if it needs to liquidate them to make benefit payments. These contracts provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the net assets of the Fund, but rather are amortized, over the duration of the underlying assets or other agreed upon period, through adjustments to the future interest crediting rates. The issuer guarantees that all qualified participant withdrawals will occur at contract value which represents contributions made under the contract, plus earnings, less withdrawals made under the contract and administrative expenses. See Note 3 for additional information regarding SICs held by the Plan as of December 31, 2008 and 2007.
		The American Growth Fund and American Euro Pacific Growth Fund contain a trading restriction that requires shareholders who sell more than $5,000 from either fund to wait at least 30 days before repurchasing more than $5,000 worth of units of that fund per transaction. The restriction applies to transfers and reallocations of current account balances. The restriction does not apply to sales/purchases of $5,000 or less, rollovers, and retirement plan contributions and distributions. The restriction also excludes activity in any of the Pre-Mixed Portfolios that contain either the American Growth Fund or the American Euro Pacific Growth Fund.
		Participant Loans Participants may take out a maximum loan amount equal to the lesser of (i) $50,000 less the highest outstanding loan balance during the past 12 months or (ii) 50% of the available vested

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

		portion of their account balance less any current outstanding loan balance (minimum loan amount of $500). Each participant’s loan is collateralized by the participant’s vested account balance and is charged an interest rate equal to the prime rate on the date of loan origination plus 1.0% and a one-time fee of $75. Loan balances must be repaid by direct payroll deduction, and the repayment period cannot exceed four and a half years except when the proceeds of the loan are used to acquire the participant’s primary residence, when the repayment period cannot exceed 20 years. At December 31, 2008, loans bore interest at rates ranging between 4.25% and 10.5% and are due at various dates through January 1, 2029.
		Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, plan assets will be distributed in accordance with the Plan documents.
2.		Summary of Significant Accounting Policies
		Basis of Presentation The financial statements of the Plan are prepared under the accrual method of accounting, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
		Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These assumptions may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
		Risks and Uncertainties The Plan provides for various investments in common stock, short-term investments, registered investment funds, investment contracts, corporate and government debt, and other investments. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
		Contributions Employee and Employer contributions are recorded in the period the Employer makes the payroll deduction or upon approval by the Company for discretionary Employer contributions, if any.
		Investment Valuation and Investment Income
		The Plan’s investments are stated at fair value. Stocks are valued at the closing price reported on the active market on which the security is traded. Mutual funds are valued at their net asset value, which can be market corroborated. The Dwight Stable Value Fund is a separate account consisting of cash and fixed income investment funds wrapped with insurance contracts. The fixed income investment funds are valued at their net asset value and the fair value of the wrapped insurance contracts is determined using a discounted cash flow model.

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

		The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of investments, which consist of realized gains and losses and the unrealized appreciation (depreciation) on those investments.
		Interest is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Purchases and sales are recorded on a trade date basis.
		Changes in the Valuation Technique Used to Measure Similar Assets in Prior Periods In accordance with SFAS 157, the participant loan balance as of December 31, 2008, is stated at fair value. Fair value is calculated using a discounted cash flow model. The prior year balance is valued at estimated fair value consisting of outstanding principal and any related interest. The impact of the change in valuation technique is insignificant to the participant loan balance. See Note 3 for additional information regarding participant loans.
		Payment of Benefits Benefits are recorded when paid.
		New Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, provides a framework for measuring fair value, and expands the disclosures required for assets and liabilities measured at fair value. SFAS 157 applies to existing accounting pronouncements that require fair value measurements; it does not require any new fair value measurements. The effective portions of SFAS 157 were adopted for the Plan year beginning January 1, 2008, with no material impact to the financial statements. See Note 3 for additional information.
		In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which provides companies with an option to report selected financial assets and liabilities at fair value with the changes in fair value recognized in earnings at each subsequent reporting date. While SFAS 159 became effective for the 2008 Plan year, the fair value measurement option was not elected for any of the Plan’s financial assets or liabilities.
		In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”), which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the next Plan year beginning January 1, 2009. The adoption is not expected to have an impact on the Plan financial statements.
		On October 10, 2008, the FASB issued FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active (“FSP FAS 157-3”), which clarifies the application of SFAS 157 in a market that is not active. Additional guidance is provided regarding how the reporting entity’s own assumptions should be considered when relevant observable inputs do not exist, how available observable inputs in a market that is not active should be considered when measuring fair value, and how the use of market quotes should be considered when assessing the relevance of inputs available to measure fair value. FSP FAS 157-3 became effective immediately upon issuance. The additional guidance with respect to the valuation of its financial assets and liabilities and their corresponding designation within the fair value hierarchy

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

		was considered. Its adoption did not have a material effect on the Plan financial statements for the year ended December 31, 2008.
		In April 2009, the FASB issued 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”, which provides additional guidance on measuring the fair value of financial instruments when markets become inactive and quoted prices may reflect distressed transactions. The provisions of FSP 157-4 are effective for the Plan year beginning January 1, 2009. Management is currently evaluating the impact of the adoption of FSP 157-4, but does not expect the adoption to have a material impact on the Plan financial statements.
3.		Investments On January 1, 2008, the provisions of SFAS 157 with respect to financial assets and liabilities were adopted. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques have been used that maximize the use of observable inputs and minimize the use of unobservable inputs. The adoption of this statement did not have a material effect on the Plan’s financial statements.
		As a basis for categorizing these inputs, SFAS 157 establishes the following hierarchy, which prioritizes the inputs used to measure fair value from market based assumptions to entity specific assumptions:

	•		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.

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

The following table presents the hierarchy for the Plan’s assets measured at fair value on a recurring basis as of December 31, 2008:

		December 31, 2008
		Level 1				Level 2				Level 3				Total
		Quoted
		Prices in
		Active				Significant
		Markets for				Other				Significant
		Identical				Observable				Unobservable
		Assets				Inputs				Inputs
		(in thousands)
Registered investment funds		$	—			$	658,313			$	—			$	658,313
Separately managed funds			249,944				64,602				—				314,546
Stable value fund investment contracts			—				232,373				—				232,373
Dell Inc. common stock			114,411				—				—				114,411
Participant loans			—				57,931				—				57,931
Short-term investment funds			3,528				—				—				3,528
Total assets measured at fair value		$	367,883			$	1,013,219			$	—			$	1,381,102

The following is a description of valuation methodologies used for the fair value measurements of investments:

Registered investment funds		Consists of various mutual funds valued at their net asset value, which can be market corroborated.
Separately managed funds		Consists of various common stocks and mutual funds. Stocks, level 1, are valued at the closing price reported on the active market on which the security is traded. Mutual funds, level 2, are valued at their net asset value, which can be market corroborated.
Stable value fund investment contracts		Consists of cash and fixed income investment funds wrapped with insurance contracts. The fixed income investment funds are valued at their net asset value, and the fair value of the wrapped insurance contracts is determined using a discounted cash flow model with inputs derived from observable market data. The valuation of the wrapped insurance contracts is not significant to the overall valuation of the Fund.
Dell Inc. common stock		Consists of Dell stock, which is valued at the closing price reported on the active market.
Participant loans		Valued at fair value using a discounted cash flow model with inputs derived from observable market data.
Short-term investment funds		Consists of money market funds, which are valued at their net asset value, which can be market corroborated.

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2008 and 2007:

(in thousands)		2008				2007
Dell Inc. Common Stock		$	114,411			$	235,872
Registered Investment Funds
American Euro Pacific Growth Fund		$	169,429			$	373,540
PIMCO Total Return Fund		$	169,240			$	102,873
Neuberger Berman Genesis Fund		$	119,245			$	185,785
American Growth Fund		$	91,662			$	151,831
BGI Equity Index Fund		$	75,126			$	112,406
Separately Managed Funds
Stable value fund investment contracts		$	232,373			$	146,278
Dodge & Cox Balanced Fund		$	140,513			$	184,429
Dodge & Cox Stock Fund		$	122,201			$	236,729

		At December 31, 2008 and 2007, the Plan owned 11,172,963 and 9,623,505 shares of Dell Inc. common stock, respectively. This represents approximately 8% and 12% of the Plan’s investments as of December 31, 2008 and 2007, respectively. The underlying value of net assets invested in Dell Inc. common stock is among other things, dependent upon the performance of Dell Inc. and the market’s valuation of such performance. It is at least reasonably possible that changes in the fair value of Dell Inc. common stock in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
		During 2008, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

(in thousands)		2008
Registered investment funds		$	(328,747	)
Separately managed funds
Mutual Funds			(4,336	)
Common Stocks			(166,182	)
Dell Inc. common stock			(147,763	)
Stable value fund investment contracts			12,391
Participant loans			1,266
Total net depreciation in fair value of investments		$	(633,371	)

The assets underlying the SICs in the Dwight Fund are comprised of cash equivalents, government debt, corporate bonds and mutual funds. There were no valuation reserves against the Dwight Fund’s SICs at December 31, 2008.

Interest crediting rates on the SICs are reset monthly based on yield to maturity and expected cash flow over the life of the related supporting assets. All contracts have a minimum guarantee on all rate resets of an interest rate of not less than zero percent.

		The interest crediting rates at December 31, 2008, for the Dwight Stable Value Fund ranged from 2.83% to 4.64%. The aggregate average annual yield for SICs in the Dwight Stable Value from January 1, 2008 through December 31, 2008 was 3.93%. There are no restrictions on participant withdrawals from the Dwight Stable Value Fund. Certain withdrawals not deemed to be participant initiated and not in compliance with the investment contracts’ provisions are subject to certain penalties.
4.		Tax Status
		The Plan obtained its latest determination letter dated August 18, 2003, from the Internal Revenue Service informing the Company that the Plan and related trust are designed in compliance with Section 401(a) of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. The Company believes that the related trust is exempt from federal income tax under Section 501(a) of the IRC. Therefore, the financial statements contain no provision for income taxes.
5.		Related Parties
		The Plan is authorized under contract provisions and by ERISA regulations to invest in the Company’s securities. During the year ended December 31, 2008, the Plan purchased 5,806,524 shares of the Company’s common stock for $100,674,533 and sold 4,002,684 shares of the Company’s common stock for $69,789,074.
		Administrative expenses included on the statement of changes in net assets available for benefits are paid to the Plan Trustee, Hewitt Associates LLC, and Financial Engines, Inc., which are parties-in-interest.

Dell Inc. 401(k) Plan Notes to Financial Statements December 31, 2008 and 2007

6.		Reconciliation of Financial Statements to Form 5500
		The following is a reconciliation of net assets available for benefits from the Plan’s financial statements to Form 5500:

		December 31,				December 31,
(in thousands)		2008				2007
Net assets available for benefit per the financial statements		$	1,403,118			$	1,888,347
Certain deemed distributions of participant loans			(193	)			—
Adjustment from contract value to fair value for fully benefit-responsive invesment contracts			(14,377	)			(558	)
Net assets available for benefit per Form 5500		$	1,388,548			$	1,887,789

		Certain loans are treated as deemed distributions for tax purposes and removed from Plan assets on the Form 5500. For financial statement reporting purposes, these loans are reported as part of Plan assets as they have not been cancelled and are considered outstanding under the terms of the Plan document and related loan policies.
		The following is a reconciliation of the Plan’s decrease in net assets available for benefits reported in the Plan financial statements for the year ended December 31, 2008 to the Plan’s decrease in net assets available for benefits reported in the Plan’s Form 5500.

(in thousands)		2008
Decrease in net assets available for benefits per financial statements		$	(485,229	)
Add: Reversal of prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts			558
Less: Certain deemed distributions of participant loans			(193	)
Less: Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts			(14,377	)
Decrease in net assets available for benefits per Form 5500		$	(499,241	)

Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

7.		Issuance of Unregistered Shares
		In prior years, the Company inadvertently failed to register with the U.S. Securities and Exchange Commission the issuance of certain Dell common stock held by the Plan. As a result, the Company made a registered rescission offer to buy back these shares from eligible Plan participants at the original purchase price plus interest, or to reimburse eligible Plan participants for losses that they may have incurred if their shares had been sold. Shares eligible for the rescission offer were purchased by Plan participants between March 31, 2006, and April 3, 2007. The registered rescission offer to eligible plan participants, which was effective as of August 8, 2008, and expired on September 26, 2008, resulted in the repurchase from participants of 402,879 shares at fair market value for $6,848,943. An additional $7,749,632 of interest and losses was paid and allocated to participant accounts and is included in the statement of changes in net assets available for benefits as employer contributions.

8.

ERISA Litigation Four putative class actions were filed between September 25, 2006, and October 5, 2006, in the Western District of Texas, Austin Division by purported participants in the Plan. These class actions were consolidated as In re Dell Inc. ERISA Litigation, and lead plaintiffs were appointed by the court. The lead plaintiffs asserted claims under ERISA based on allegations that the Company, certain current officers, and certain current and former directors imprudently invested and managed participants’ funds and failed to disclose information regarding the Company’s stock held in the 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.

9.

Plan Merger Effective July 8, 2008, the Dell Financial Services, L.P. 401(k) Plan (the “DFS 401(k) Plan”) merged into the Plan and the DFS 401(k) Plan’s net assets, totaling $29,906,582, were transferred to the Plan.

Dell Inc. 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
Year Ended December 31, 2008

*		Party-in-Interest
**		Cost information is not required for participant-directed investments

Dell Inc. 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
Year Ended December 31, 2008

*		Party-in-Interest
**		Cost information is not required for participant-directed investments

Dell Inc. 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
Year Ended December 31, 2008

(a)		(b)		(c)						(d)				(e)
		(in thousands)
		Identity of Issue		Description		Number of Shares				Cost**				Current Value
		ROYAL DUTCH SHELL ADR EACH REPR 2’A’SHS		Common Stock			19								1,006
		SANOFI-AVENTIS ADR ECH REP 1/2 ORD EUR2 SPON		Common Stock			116								3,714
		SONY CORP ADR EACH REPR 1 ORD		Common Stock			88								1,931
		AMERICAN INTERNATIONAL GROUP INC COM STK USD2.50		Common Stock			260								408
		AMGEN INC COM STK USD0.0001		Common Stock			73								4,216
		AUTODESK INC COM STK NPV		Common Stock			2								33
		BAKER HUGHES INC COM STK USD1		Common Stock			63								2,020
		BMC SOFTWARE INC COM STK USD0.01		Common Stock			31								840
		BOSTON SCIENTIFIC CORP COM STK USD0.01		Common Stock			194								1,498
		CADENCE DESIGN SYSTEMS INC COM STK USD0.01		Common Stock			74								269
		CAPITAL ONE FINANCIAL CORP COM STK USD0.01		Common Stock			90								2,870
		CARDINAL HEALTH INC COM STK NPV		Common Stock			90								3,085
		CARMAX INC COM STK USD0.50		Common Stock			36								284
		CHEVRON CORP COM STK USD0.75		Common Stock			37								2,765
		CITIGROUP INC COM STK USD0.01		Common Stock			172								1,151
		CITRIX SYSTEMS INC COM STK USD0.001		Common Stock			36								839
		COMCAST CORP COM CLS ‘A’ USD 0.01		Common Stock			330								5,570
		COMPUTER SCIENCES CORP COM STK USD1		Common Stock			56								1,950
		COMPUWARE CORP COM STK USD0.01		Common Stock			110								743
		COVIDIEN LTD COM STK USD0.2		Common Stock			25								899
		DISH NETWORK CORP CLASS’A’COM STK USD0.01		Common Stock			30								333
		DOW CHEMICAL CO COM STK USD2.50		Common Stock			115								1,735
		EATON CORP COM USD0.50		Common Stock			4								184
		EBAY INC COM STK USD0.001		Common Stock			88								1,228
		FEDEX CORP COM STK USD0.10		Common Stock			47								2,983
		GENERAL ELECTRIC CO. COM STK USD0.06		Common Stock			205								3,321
		GENUINE PARTS CO COM STK USD1		Common Stock			9								337
		GENWORTH FINANCIAL INC COM STK USD0.001		Common Stock			36								101
		HEALTH MANAGEMENT ASSOCIATES INC CLASS’A’COM STK		Common Stock			58								104
		HEWLETT-PACKARD CO COM STK USD0.01		Common Stock			153								5,552
		HOME DEPOT INC COM STK USD0.05		Common Stock			114								2,624
		INTERPUBLIC GROUP COMPANIES INC COM STK USD0.10		Common Stock			110								437
		LEGG MASON INC COM STK USD0.10		Common Stock			15								318
		LIBERTY GLOBAL INC COM STK SERIES ‘C’ USD0.01		Common Stock			6								97
		LIBERTY GLOBAL INC COM STK USD0.01 SER’A’		Common Stock			5								73
		LIBERTY MEDIA CORP (NEW) SER’A’ ENTERTAINMENT SHS		Common Stock			25								435
		LIBERTY MEDIA HOLDING COM STK USD0.01 ‘A’		Common Stock			110								344
		LOEWS CORP COM STK USD0.01		Common Stock			22								624
		MACY’S INC COM STK USD0.01		Common Stock			49								504
		MAXIM INTEGRATED PRODUCTS COM STK USD0.001		Common Stock			86								982
		MOLEX INC CLASS’A’N.VTG COM STK USD0.05		Common Stock			38								486
		MOTOROLA INC COM STK USD3		Common Stock			532								2,355
		NEWS CORP CLASS’A’NON VTG COM STKUSD0.01		Common Stock			362								3,291
		OCCIDENTAL PETROLEUM CORP COM USD0.20		Common Stock			52								3,089
		PFIZER INC COM STK USD0.05		Common Stock			169								2,988
		PITNEY BOWES INC COM STK USD1		Common Stock			41								1,045
		SCHLUMBERGER COM STK USD0.01		Common Stock			57								2,413
		SHERWIN-WILLIAMS CO COM STK USD1		Common Stock			10								609
		SLM CORP COM STK USD0.20		Common Stock			100								888
		SPRINT NEXTEL CORP FON COM STK NPV		Common Stock			385								704
		SUN MICROSYSTEMS INC COM STK USD0.001		Common Stock			49								188
		SYNOPSYS INC COM STK USD0.01		Common Stock			31								570
		TIME WARNER INC COM STK USD0.01		Common Stock			367								3,692
		TRAVELERS COS INC/THE		Common Stock			30								1,361

Dell Inc. 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
Year Ended December 31, 2008

(a)		(b)		(c)						(d)				(e)
		(in thousands)
		Identity of Issue		Description		Number of Shares				Cost**				Current Value
		TYCO ELECTRONICS LTD COM STK USD0.2		Common Stock			30								480
		TYCO INTERNATIONAL LTD USD0.10		Common Stock			26								562
		UNITEDHEALTH GROUP INC COM STK USD0.01		Common Stock			106								2,814
		VULCAN MATERIALS CO COM STK USD1		Common Stock			12								800
		WACHOVIA CORP COM STK USD3.333		Common Stock			200								1,108
		WAL-MART STORES INC COM STK USD0.10		Common Stock			54								3,027
		WALGREEN CO COM STK USD0.078125		Common Stock			36								876
		WELLPOINT INC COM STK USD0.01		Common Stock			93								3,897
		WELLS FARGO & CO COM STK USD1 2/3		Common Stock			99								2,924
		WYETH COM USD0.333		Common Stock			57								2,146
		XEROX CORP COM STK USD1		Common Stock			206								1,638
		Total Dodge & Cox Large Cap Value												$	122,201
		Times Square/Mid Cap Growth Fund
*		(VAN 2) JPMORGAN DOMESTIC LIQUIDITY		Short-Term Investment			2,510							$	2,510
		MINDRAY MEDICAL INTL LTD ADR EACH REPR 1 ORD SH		Common Stock			22								398
		NICE SYSTEMS ADR EACH REPR 1 ORD ILS1		Common Stock			27								607
		ADVISORY BOARD INC COM STK USD0.01		Common Stock			21								457
		AECOM TECHNOLOGY CORP COM STK USD0.01		Common Stock			37								1,128
		AERCAP HOLDINGS N.V. EUR0.01		Common Stock			40								120
		ALBERTO-CULVER COMPANY (NEW) COM STK USD0.01		Common Stock			25								613
		ALLIANCE DATA SYSTEM COM STK USD0.01		Common Stock			19								861
		AMDOCS ORD GBP0.01		Common Stock			26								481
		AMEDISYS INC COM STK USD0.001		Common Stock			16								657
		AMERICAN REPROGRAPHICS CO COM USD0.001		Common Stock			30								204
		AMPHENOL CORP CLASS’A’COM STK USD0.001		Common Stock			17								396
		ANALOG DEVICES INC COM STK USD0.16 2/3		Common Stock			16								310
		ASSURED GUARANTY LTD COM STK USD0.01		Common Stock			21								242
		ATHEROS COMMUNICATIONS INC COM STK USD0.0005		Common Stock			26								365
		BIO RAD LABORATORIES INC CLASS’A’COM STK USD0.0001		Common Stock			12								926
		BLACKBOARD INC COM STK USD0.01		Common Stock			22								572
		CAMERON INTERNATIONAL CORP COM STK USD0.01		Common Stock			19								379
		CAPITALSOURCE INC COM STK USD0.01		Common Stock			28								127
		CARLISLE COS INC COM STK USD1		Common Stock			35								725
		CEPHALON INC COM STK USD0.01		Common Stock			8								578
		CITRIX SYSTEMS INC COM STK USD0.001		Common Stock			12								283
		CLARCOR INC COM STK USD1		Common Stock			19								640
		COGNEX CORP COM STK USD0.002		Common Stock			26								391
		COMSTOCK RESOURCES INC COM STK USD0.50		Common Stock			9								444
		CORPORATE EXECUTIVE BOARD CO COM STK USD0.01		Common Stock			17								364
		COSTAR GROUP INC COM STK USD0.01		Common Stock			17								544
		DAVITA INC COM STK USD0.001		Common Stock			49								2,429
		DENBURY RESOURCES INC COM STK USD0.001		Common Stock			63								683
		DEVRY INC COM STK USD0.01		Common Stock			7								396
		DISCOVERY COMMUNICATIONS INC CLS ‘A’ USD0.01		Common Stock			29								411
		DISCOVERY COMMUNICATIONS INC CLS ‘C’ USD0.01		Common Stock			29								382
		DRIL QUIP INC COM STK USD0.01		Common Stock			21								431
		EATON VANCE CORP COM NON VTG USD0.00390625		Common Stock			30								639
		EDWARDS LIFESCIENCES CORP COM STK USD1		Common Stock			15								797
		ENERGYSOLUTIONS INC. COM STOCK USD0.01		Common Stock			40								226
		EXTERRAN HLDGS INC COM		Common Stock			19								394
		GALLAGHER(ARTHUR J.)& CO COM USD1		Common Stock			25								637
		GAYLORD ENTERTAINMENT CO COM STK USD0.01(NEW)		Common Stock			21								222
		GENTEX CORP COM STK USD0.06		Common Stock			31								274
		GLOBAL PAYMENTS INC COM STK USD0.001		Common Stock			34								1,115
		GRACO INC COM STK USD1		Common Stock			22								522
		GRAND CANYON EDUCATION INC USD0.01		Common Stock			25								462

Dell Inc. 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
Year Ended December 31, 2008

     

(a)		(b)		(c)						(d)				(e)
		(in thousands)
		Identity of Issue		Description		Number of Shares				Cost**				Current Value
		GRANITE CONSTRUCTION COM STK USD0.01		Common Stock			11								488
		HAEMONETICS CORP COM STK USD0.01		Common Stock			18								1,017
		HARSCO CORP COM STK USD1.25		Common Stock			16								429
		HENRY JACK & ASSOCIATES INC COM STK USD0.01		Common Stock			45								875
		HERBALIFE LTD		Common Stock			19								401
		HORACE MANN EDUCATORS CORP COM STK USD0.001		Common Stock			29								267
		IHS INC COM STK USD0.01 CLASS ‘A’		Common Stock			24								879
		INFORMATICA CORP COM STK USD0.001		Common Stock			51								696
		INTERACTIVE DATA CORP COM STK NPV		Common Stock			23								567
		INTERSIL CORP CLASS’A’ COM STK USD0.01		Common Stock			44								401
		INVESCO LTD COM STK USD0.20		Common Stock			37								527
		IRON MOUNTAIN INC PA COM STK USD0.01		Common Stock			15								378
		JARDEN CORP COM STK NPV		Common Stock			23								265
		KANSAS CITY SOUTHERN COM STK USD0.01		Common Stock			24								450
		LAM RESEARCH CORP COM STK USD0.001		Common Stock			12								255
		LAMAR ADVERTISING CO CLASS’A’COM STK USD0.001		Common Stock			1								13
		LANDSTAR SYSTEMS INC COM STK USD0.01		Common Stock			6								231
		MAGELLAN HEALTH SERVICES INC		Common Stock			26								999
		MARTIN MARIETTA MATERIALS INC COM STK USD0.01		Common Stock			4								408
		MAX CAPITAL GROUP COM STK USD1		Common Stock			32								566
		MENTOR CORP COM STK USD0.10		Common Stock			22								687
		MOHAWK INDUSTRIES COM STK USD0.01		Common Stock			12								494
		NATIONAL CINEMEDIA INC COM STK USD0.01		Common Stock			42								426
		NETAPP INC COM STK NPV		Common Stock			36								503
		NEUSTAR INC-CLASS COM STK USD0.001		Common Stock			49								937
		OCEANEERING INTERNATIONAL INC COM STK USD0.25		Common Stock			11								321
		OPTIONSXPRESS HLDGS INC COM STK USD0.0001		Common Stock			44								588
		ORBITAL SCIENCES COM STK USD0.01		Common Stock			33								652
		ORIENT EXPRESS HOTELS LTD CLS’A’COM STK USD0.01		Common Stock			11								80
		OSI PHARMACEUTICALS INC COM STK USD0.01		Common Stock			10								391
		POOL CORP COM STK USD0.001		Common Stock			23								420
		QUICKSILVER RESOURCES INC COM STK USD0.01		Common Stock			36								201
		RANGE RESOURCES CORP COM STK USD0.01		Common Stock			24								825
		RESMED INC COM STK USD0.004		Common Stock			30								1,106
		RESOURCES CONNECTION INC COM STK USD0.01		Common Stock			43								704
		SBA COMMUNICATIONS COM STK USD0.01		Common Stock			76								1,247
		SEPRACOR INC COM STK USD0.1		Common Stock			44								478
		SRA INTERNATIONAL INC CLASS’A’COM STK USD0.004		Common Stock			29								502
		STERICYCLE INC COM STK USD0.01		Common Stock			14								703
		STRAYER EDUCATION INC COM STK USD0.01		Common Stock			3								643
		SVB FINANCIAL GROUP COM STK USD0.001		Common Stock			15								396
		TIFFANY & CO COM STK USD0.01		Common Stock			20								463
		TRANSDIGM INC USD0.01		Common Stock			24								789
		UTI WORLDWIDE INC ORD NPV		Common Stock			42								602
		VARIAN MEDICAL SYSTEMS INC COM STK USD1		Common Stock			17								589
		VARIAN SEMICONDUCT EQUIP ASSOC INC COM STK USD1		Common Stock			13								230
		VERISIGN COM STK USD0.001		Common Stock			20								372
		WABCO HOLDINGS INC COM STK USD0.01		Common Stock			16								253
		WELLCARE HEALTH PLANS INC COM STK USD0.01		Common Stock			24								312
		WRIGHT EXPRESS CORP COM STK USD0.01		Common Stock			37								466
		Total Times Square/Mid Cap Growth Fund												$	51,832