UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
OR
| ¨ | 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.
ONE DELL WAY
ROUND ROCK, TEXAS 78682
DELL INC. 401(k) PLAN
| Page | ||||
| 1 | ||||
| FINANCIAL STATEMENTS: |
||||
| Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010 |
2 | |||
| Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2011 |
3 | |||
| 4 | ||||
| Schedule of Assets (Held at End of Year) as of December 31, 2011
|
15 | |||
| 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 because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator 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, 2011 and 2010 and the changes in net assets available for benefits for the year ended December 31, 2011 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, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2011 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
Austin, Texas
June 26, 2012
- 1 -
DELL INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2011 AND 2010
| (in thousands) | 2011 | 2010 | ||||||
| ASSETS: |
||||||||
| Investments: |
||||||||
| Mutual funds |
$ | 1,533,158 | $ | 1,379,181 | ||||
| Separately managed funds |
981,659 | 730,514 | ||||||
| Stable value fund |
— | 328,857 | ||||||
| Dell Stock Fund |
122,732 | 122,859 | ||||||
| Common collective trust funds |
332,676 | 284,819 | ||||||
|
|
|
|
|
|||||
| Total investments |
2,970,225 | 2,846,230 | ||||||
| Receivables: |
||||||||
| Notes receivable from participants |
79,617 | 69,862 | ||||||
| Employer contributions |
14,486 | 9,785 | ||||||
| Interest and dividend income |
1,598 | 669 | ||||||
| Due from broker — unsettled trades |
317 | 343 | ||||||
|
|
|
|
|
|||||
| Total receivables |
96,018 | 80,659 | ||||||
|
|
|
|
|
|||||
| Total assets |
3,066,243 | 2,926,889 | ||||||
| LIABILITIES: |
||||||||
| Administrative expenses payable |
2,786 | 1,959 | ||||||
| Due to broker |
62 | 205 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
2,848 | 2,164 | ||||||
|
|
|
|
|
|||||
| NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
3,063,395 | 2,924,725 | ||||||
| ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE STABLE VALUE FUND |
— | (400 | ) | |||||
|
|
|
|
|
|||||
| NET ASSETS AVAILABLE FOR BENEFITS |
$ | 3,063,395 | $ | 2,924,325 | ||||
|
|
|
|
|
|||||
The accompanying notes are an integral part of these financial statements.
- 2 -
DELL INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2011
| (in thousands) | ||||
| ADDITIONS: |
||||
| Contributions: |
||||
| Employer |
$ | 158,933 | ||
| Employee |
247,087 | |||
| Employee rollovers |
18,579 | |||
|
|
|
|||
| Total contributions |
424,599 | |||
|
|
|
|||
| Investment income (loss): |
||||
| Interest and dividends |
46,607 | |||
| Net change in fair value of investments |
(100,567 | ) | ||
|
|
|
|||
| Total investment loss |
(53,960 | ) | ||
|
|
|
|||
| Interest income on notes receivable from participants |
3,269 | |||
|
|
|
|||
| Total additions |
373,908 | |||
|
|
|
|||
| DEDUCTIONS: |
||||
| Benefits paid to participants |
233,427 | |||
| Administrative expenses |
3,662 | |||
|
|
|
|||
| Total deductions |
237,089 | |||
|
|
|
|||
| INCREASE IN NET ASSETS |
136,819 | |||
| TRANSFER FROM ALIENWARE CORPORATION PROFIT SHARING PLAN & TRUST |
2,251 | |||
| NET ASSETS AVAILABLE FOR BENEFITS: |
||||
| Beginning of year |
2,924,325 | |||
|
|
|
|||
| End of year |
$ | 3,063,395 | ||
|
|
|
|||
The accompanying notes are an integral part of these financial statements.
- 3 -
DELL INC. 401(k) PLAN
| 1. | DESCRIPTION OF THE PLAN |
The following brief description of the Dell Inc. 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General — Dell Inc. (the “Company” or “Employer”) originally adopted the Plan on June 1, 1989, and subsequently amended and restated the Plan effective January 1, 2007, and January 1, 2009. The Benefits Administration Committee of the Company (“BAC”) controls and manages the operation and administration of the Plan. The Bank of New York Mellon is the Plan’s Trustee (the “Plan Trustee”).
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”).
In 2006, the Company acquired Alienware Corporation (“Alienware”), and the Alienware employees became eligible to participate in the Plan on August 3, 2009. During 2011, the BAC approved the assets of the Alienware Corporation Profit Sharing Plan & Trust to be merged into the Plan. Participant account balances of $2,251,000 were transferred into the Plan in June 2011.
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 $16,500 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 $5,500 (“catch-up contributions”) over the base statutory limit in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001. Effective January 1, 2011, participants may elect to make Roth contributions to the Plan.
The Plan also permits employees to contribute balances from other qualified plans (“rollover contributions”). There is a 20% cap on the percentage of contributions a participant can invest in the Dell Stock Fund and Acadian Emerging Market Equity Fund investment options.
Employer Contributions — For 2011 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. The Company also makes a true-up matching contribution at the end of each Plan year. 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, 2011. All of the Company’s contributions are invested at the participant’s discretion among the fund elections. Neither participant, Company matching, nor discretionary contributions, if any, are required to be invested in the Dell Stock Fund.
- 4 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Participant Accounts — Each participant’s account is credited with the participant’s contributions, allocations of Company matching and discretionary contributions, and Plan earnings or losses offset by withdrawals and Plan administrative expenses. 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. All participants are also immediately vested in all Employer contributions and earnings thereon.
Forfeitures — Company contributions forfeited by unvested terminated participants may be used by the Company to satisfy Plan administrative expenses or to reduce future Company contributions. During 2011, $29,392 in forfeitures were used to reduce Company contributions. This forfeiture amount was made up of unvested contributions that were transferred into the Plan from the Perot Systems Corporation Retirement Savings Plan. There were no unallocated forfeited non-vested participant accounts at December 31, 2011 and 2010.
Benefit Payments — Participants are entitled to receive a distribution of the vested portion of their account upon reaching age 59 1/2, termination of employment, disability, death, or in the event of financial hardship. A participant who has separated from service may defer benefit payments until reaching age 65, 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 Aon Hewitt. Administrative expenses are primarily paid by the Plan and are allocated to participant accounts ratably based on their respective balances.
Investments — All investments are participant directed. The Plan is invested in mutual funds, common collective trust funds, separately managed funds, and the Dell Stock Fund. During 2011, the Dwight Stable Value Fund (the “Dwight Fund”) was liquidated and the Plan added five mutual fund investments, a common collective trust fund, and a short duration bond fund, which is a separately managed fund, as investment options.
The following investments represent separately managed funds which are comprised of investments in a common collective trust fund, mutual funds, and common stocks, and at December 31, 2010, an insurance contract: Dell Inc. Short Duration Bond Fund, Dell Inc. 401(k) Dodge & Cox Large Cap Fund, Dell Inc. 401(k) Dodge & Cox Balanced Fund, and Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund. These separately managed funds and, until its liquidation, the Dwight Fund represent a portion of the Plan’s core funds. The participants invest in all investments on a unitized basis.
In addition to the core funds, participants may elect to contribute to funds that invest in a mix of the separately managed funds, common collective trust funds, and the Plan’s mutual funds, based on target retirement dates (“Pre-Mixed Portfolios”). The Pre-Mixed Portfolios provide for diversification of investments based on the participants’ expected retirement dates.
- 5 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 into the fund. 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.
Participants are not permitted to make an elective transfer or balance that will increase their position in the Dell Stock Fund or the Acadian Emerging Market Equity Fund above 20% of their total account balance. In addition, there is a 14 day trading restriction that prevents participants from reallocating or transferring money back into the Dell Stock Fund for 14 days from the date of the last transfer out of the Dell Stock Fund.
Notes Receivable from Participants — 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 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 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, 2011, loans bore interest at rates ranging between 4.25% and 10.50% and are due at various dates through December 29, 2031.
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
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 document.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting — The accompanying financial statements have been prepared 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 the use of management estimates. These estimates are subjective in nature and involve assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of investment income and deductions during the Plan year. Actual results could differ from those estimates.
Risks and Uncertainties — The Plan provides for various investments in the Dell Stock Fund, mutual funds, common collective trust funds, separately managed funds, and until it was liquidated during 2011, the Dwight Fund. 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, and the overall volatility in the financial markets, it is at least reasonably possible that changes will occur in the near term that could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
- 6 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Contributions — Participant 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 Income Recognition —The Plan’s investments are stated at fair value. Fair value is 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. Investments in registered investment companies are valued at their net asset value and can be market corroborated. The Dell Stock Fund is valued at the closing price reported on the New York Stock Exchange on the last business day of the Plan year. The investments in the common collective trust funds and the separately managed funds are stated at estimated fair value based on the fair value of the underlying investments and allocated to participant accounts based on the unit value of the fund.
The Dwight Fund was a stable value fund that was considered to be a separate account consisting of cash equivalents and fixed income investment funds wrapped with insurance contracts. The fair value of the Dwight Fund was based on the fair value of its underlying investments then adjusted by the issuer to contract value (see Note 3). Participants could ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.
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 investments held.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Unit Values — Individual participant accounts invested in the common collective trust funds, separately managed funds, and mutual funds are maintained on a unit value basis. Participants do not have beneficial ownership in specific underlying securities or other assets in the mutual funds, common collective trust funds, or the separately managed funds, but have an interest therein represented by units valued as of the last business day of the period. The mutual funds, common collective trust funds, and the separately managed funds earn dividends and interest, which are automatically reinvested in additional units. Generally, contributions to and withdrawal payments from the mutual funds, common collective trust funds, and the separately managed funds are converted to units by dividing the amounts of such transactions by the unit values as last determined, and the participants’ accounts are charged or credited with the number of units properly attributable to each participant.
Contract Value — The Dwight Fund was considered to be a stable value fund and therefore was required to be reported at fair value. However, contract value was the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to direct or indirect investment in fully benefit-responsive investment contracts because contract value was the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the applicable accounting guidance on the Reporting of Fully Benefit-Responsive Investment Contracts, the statement of net assets available for benefits presents the Dwight Fund at fair value, and an additional line item was presented representing the adjustment from fair value to contract value.
- 7 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Payment of Benefits — Benefits are recorded when paid. There were no amounts allocated to participants who had elected to withdraw their balances from the Plan but who had not yet been paid as of December 31, 2011 or 2010.
Accounting Pronouncements — The Financial Accounting Standards Board (“FASB”) is the authoritative body for financial accounting and reporting in the United States. The following is a list of recent pronouncements issued by the FASB:
In May 2011, the FASB issued new guidance on fair value measurements, which clarifies how a principal market is determined, how and when the valuation premise of highest and best use applies, and how premiums and discounts are applied, as well as requiring new disclosures. This new guidance is effective for reporting periods beginning after December 15, 2011. Early application is not permitted. Other than requiring additional disclosures, Plan management does not expect that this new guidance will impact the Plan’s statement of net assets available for benefits and statement of changes in net assets available for benefits.
Reclassification — Certain prior year investment balances have been reclassified to conform to the current year presentation.
- 8 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 3. | FAIR VALUE MEASUREMENTS |
The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2011 and 2010:
| December 31, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Active | ||||||||||||||||
| Markets for | Other | Significant | ||||||||||||||
| Identical | Observable | Unobservable | ||||||||||||||
| Assets | Inputs | Inputs | Total | |||||||||||||
| (in thousands) | ||||||||||||||||
| Mutual funds: |
||||||||||||||||
| Short-term investment fund |
$ | 13,303 | $ | — | $ | — | $ | 13,303 | ||||||||
| Domestic fixed income funds |
— | 509,791 | — | 509,791 | ||||||||||||
| Domestic equity funds |
— | 537,820 | — | 537,820 | ||||||||||||
| International equity funds |
— | 472,244 | — | 472,244 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total mutual funds |
13,303 | 1,519,855 | — | 1,533,158 | ||||||||||||
| Separately managed funds: |
||||||||||||||||
| Common collective trust fund |
— | 4,387 | — | 4,387 | ||||||||||||
| Mutual funds: |
||||||||||||||||
| Fixed income funds |
— | 341,305 | — | 341,305 | ||||||||||||
| Short-term investment funds |
16,644 | — | — | 16,644 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total mutual funds |
16,644 | 341,305 | — | 357,949 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Common stock: |
||||||||||||||||
| Consumer discretionary |
104,039 | — | — | 104,039 | ||||||||||||
| Energy |
53,248 | — | — | 53,248 | ||||||||||||
| Financial services |
107,658 | — | — | 107,658 | ||||||||||||
| Health care |
120,134 | — | — | 120,134 | ||||||||||||
| Materials & processing |
18,905 | — | — | 18,905 | ||||||||||||
| Producer durables |
76,893 | — | — | 76,893 | ||||||||||||
| Technology |
120,936 | — | — | 120,936 | ||||||||||||
| Other |
17,510 | — | — | 17,510 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total common stock |
619,323 | — | — | 619,323 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total separately managed funds |
635,967 | 345,692 | — | 981,659 | ||||||||||||
| Common collective trust funds: |
||||||||||||||||
| Domestic equity fund |
— | 306,602 | — | 306,602 | ||||||||||||
| Balanced fund |
— | 26,074 | — | 26,074 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total common collective trust funds |
— | 332,676 | — | 332,676 | ||||||||||||
| Dell Stock Fund |
122,732 | — | — | 122,732 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets measured at fair value |
$ | 772,002 | $ | 2,198,223 | $ | — | $ | 2,970,225 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
- 9 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| December 31, 2010 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Active Markets for Identical Assets |
Other Observable Inputs |
Significant Unobservable Inputs |
Total | |||||||||||||
| (in thousands) | ||||||||||||||||
| Mutual funds: |
||||||||||||||||
| Short-term investment fund |
$ | 13,081 | $ | — | $ | — | $ | 13,081 | ||||||||
| Fixed income funds |
— | 345,558 | — | 345,558 | ||||||||||||
| Domestic equity funds |
— | 517,658 | — | 517,658 | ||||||||||||
| International equity funds |
— | 502,884 | — | 502,884 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total mutual funds |
13,081 | 1,366,100 | — | 1,379,181 | ||||||||||||
| Separately managed funds: |
||||||||||||||||
| Mutual funds: |
||||||||||||||||
| Fixed income fund |
— | 84,844 | — | 84,844 | ||||||||||||
| Short-term investment funds |
36,938 | — | — | 36,938 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total mutual funds |
36,938 | 84,844 | — | 121,782 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Common stock: |
||||||||||||||||
| Consumer discretionary |
99,387 | — | — | 99,387 | ||||||||||||
| Energy |
61,576 | — | — | 61,576 | ||||||||||||
| Financial services |
101,758 | — | — | 101,758 | ||||||||||||
| Health care |
110,203 | — | — | 110,203 | ||||||||||||
| Materials & processing |
46,200 | — | — | 46,200 | ||||||||||||
| Producer durables |
30,885 | — | — | 30,885 | ||||||||||||
| Technology |
130,345 | — | — | 130,345 | ||||||||||||
| Other |
28,378 | — | — | 28,378 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total common stock |
608,732 | — | — | 608,732 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total separately managed funds |
645,670 | 84,844 | — | 730,514 | ||||||||||||
| Stable value fund: |
||||||||||||||||
| Fixed income funds |
— | 291,192 | — | 291,192 | ||||||||||||
| Short-term investment funds |
37,178 | — | — | 37,178 | ||||||||||||
| Synthetic contract wrappers |
— | 487 | — | 487 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total stable value fund |
37,178 | 291,679 | — | 328,857 | ||||||||||||
| Dell Stock Fund |
122,859 | — | — | 122,859 | ||||||||||||
| Domestic equity common collective trust fund |
— | 284,819 | — | 284,819 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets measured at fair value |
$ | 818,788 | $ | 2,027,442 | $ | — | $ | 2,846,230 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The valuation methods described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The Plan’s policy is to recognize significant transfers between levels at the end of the reporting period. For the years ended December 31, 2011 and 2010, there were no significant transfers in or out of Levels 1, 2 or 3.
- 10 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
The following is a description of valuation methodologies used for the fair value measurements of investments:
| Mutual funds | Consist of a Level 1 money market fund that is based on quoted prices in active markets for identical assets. The Level 2 mutual funds consist of investments in registered investment companies, which are valued at their net asset value, and can be market corroborated. | |
| Separately managed funds | Consist of a common collective trust fund, mutual funds and common stocks. The funds seek to provide diversification, long- term capital appreciation and preserve capital and moderate income generation. The values of the separately managed funds are valued based on underlying investments as follows: Level 1, common stocks, which are valued at the closing prices reported on the active market on which the security is traded, and money market mutual funds, which are based on quoted prices in active markets for identical assets. Level 2, the common collective trust fund, which is stated at estimated fair value based on the fair value of its underlying investments, and mutual funds, which are valued at their net asset value. There are no redemption restrictions on the Plan’s separately managed funds. | |
| Stable value fund | Consisted of cash equivalents and fixed income investment funds wrapped with insurance contracts. The fixed income investment funds were valued at their net asset value, and the fair value of the wrapped insurance contracts was determined using a discounted cash flow model with inputs derived from observable market data. The valuation of the wrapped insurance contracts was not significant to the overall valuation of the fund. There were no redemption restrictions on the Plan’s investment in the stable value fund. | |
| Dell Stock Fund | Dell stock is valued at the closing price reported on the active market. | |
| Common collective trust funds |
The Plan’s investments in the common collective trust funds consist of the BlackRock Equity Index Fund and the Wellington Balanced Real Assets Fund which are stated at estimated fair value as determined by the issuer, which is based on the value of the underlying investments, and can be market corroborated. The BlackRock Equity Index Fund seeks to match the performance of the S&P 500 Index. The Wellington Balanced Real Assets Fund seeks to provide long-term returns consistent with inflation with strong relative performance in rising inflation environments. There are no redemption restrictions on the Plan’s investment in these funds. | |
- 11 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 4. | INVESTMENTS |
The following table presents investments that represent 5% or more of the Plan’s net assets as of December 31, 2011 and 2010:
| 2011 | 2010 | |||||||
| (in thousands) | ||||||||
| Mutual funds: |
||||||||
| Neuberger Berman Genesis Fund |
$ | 249,669 | $ | 234,562 | ||||
| American Euro Pacific Growth Fund |
322,425 | 397,760 | ||||||
| PIMCO Total Return Fund |
353,929 | 345,558 | ||||||
| American Growth Fund |
266,670 | 283,096 | ||||||
| Separately managed funds: |
||||||||
| Dell Inc. Short Duration Bond Fund |
256,806 | — | * | |||||
| Dell Inc. 401(k) Dodge & Cox Balanced Fund |
259,985 | 262,407 | ||||||
| Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund |
264,142 | 270,250 | ||||||
| Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund |
200,726 | 197,857 | ||||||
| Dwight Stable Value Fund |
— | * | 328,857 | |||||
| Common collective trust fund - |
||||||||
| BlackRock Equity Index Fund |
306,602 | 284,819 | ||||||
| * | Amount is less than 5% as of December 31 but is presented for comparative purposes |
At December 31, 2011 and 2010, the Plan held 8,389,048 and 9,067,076 shares, respectively, of the Dell Stock Fund, valued at $122,732,000 and $122,859,000, respectively. This represents approximately 4% of the Plan’s investments at December 31, 2011 and 2010.
The changes in fair value during 2011 for the Plan’s investments (including investments purchased, sold, as well as held during the year) are as follows:
| 2011 | ||||
| (in thousands) | ||||
| Mutual funds |
$ | (97,919 | ) | |
| Separately managed funds: |
||||
| Common stocks |
(18,817 | ) | ||
| Mutual funds |
(2,506 | ) | ||
| Stable value fund |
3,401 | |||
| Dell Stock Fund |
10,624 | |||
| Common collective trust funds |
4,650 | |||
|
|
|
|||
| Total net change in fair value of investments |
$ | (100,567 | ) | |
|
|
|
|||
- 12 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 5. | STABLE VALUE FUND |
The Dwight Fund was a self-managed stable value investment option. The Dwight Fund invested 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.
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 Plan’s contracts were obligated to provide an interest rate not less than zero. SICs utilized the benefit responsive wrap contracts to provide market and cash flow risk protection to the Plan thus guaranteed the value of the underlying investment for the life of the contract. This enabled the Plan to realize a specific known value for the assets if it needed to liquidate them to make benefit payments. These contracts provided that realized and unrealized gains and losses on the underlying assets were not reflected immediately in the net assets of the Dwight Fund, but rather amortized over the duration of the underlying assets or other agreed upon period through adjustments to the future interest crediting rates. The issuer guaranteed that all qualified participant withdrawals occurred at contract value, which, subject to certain restrictions, represented contributions made under the contract, plus earnings, less withdrawals made under the contract and administrative expenses. There were no penalties or interest paid by participants as a result of the liquidation.
The assets underlying the SICs in the Dwight Fund were comprised of cash equivalents, fixed income funds, and a wrap contract. There were no valuation reserves against the SICs at December 31, 2010.
Crediting interest rates on the SICs were reset monthly based on yield to maturity and expected cash flow over the life of the related supporting assets. All contracts had a minimum guarantee on all rate resets of an interest rate of not less than zero percent.
The aggregate average annual yield for the SICs in the Dwight Fund from January 1, 2011 through the fund’s liquidation, in June 2011, was 1.81%. The crediting interest rates for the SICs in the Dwight Fund as of December 31, 2010 ranged from 0.79% to 2.36%.
| 6. | TAX STATUS |
The Plan obtained its latest determination letter dated April 15, 2011, from the Internal Revenue Service (“IRS”) 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. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
- 13 -
DELL INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
| 7. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Administrative expenses on the statement of changes in net assets available for benefits include amounts paid to the Plan Trustee as well as to other exempt parties-in-interest. Plan investments in the separately managed funds include shares of The Bank of New York Mellon, the trustee of the Plan; therefore, these transactions qualify as exempt party-in-interest transactions. Transactions in shares of the Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During 2011, the Plan made purchases of approximately $4,037,000 and sales of approximately $14,788,000 of the Company’s common stock.
The Plan is a claimant in a class action matter with the Company that was settled during 2010. The Plan has hired an independent fiduciary to approve the calculations that were performed to determine how many shares of stock were held by the Plan at the measurement date. The number of shares will determine the settlement amount that the Plan will receive, which is not expected to be material to the Plan.
| 8. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following table reconciles the net assets available for benefits at December 31, 2010 from the Plan’s financial statements to Form 5500. The stable value fund is adjusted to contract value in the Plan’s financial statements, but is shown on Form 5500 at fair value. There were no reconciling items at December 31, 2011, as the Dwight Fund was liquidated during 2011.
| 2010 | ||||
| (in thousands) | ||||
| Net assets available for benefits per the financial statements |
$ | 2,924,325 | ||
| Adjustment from contract value to fair value for fully benefit-responsive stable value fund |
400 | |||
|
|
|
|||
| Net assets available for benefits per Form 5500 |
$ | 2,924,725 | ||
|
|
|
|||
| 9. | SUBSEQUENT EVENTS |
Effective January 1, 2012, the Plan added a managed account program, where participants may elect additional services focused on investment, savings and retirement income. Fees for these services are paid by the participant, and are based on the participant’s account balance.
Effective January 1, 2012, the Plan changed from charging fees on a pro-rata basis point fee accrual to a per head-count basis.
During 2012, an amendment was passed that if a participant’s holdings in the Dell Stock Fund exceed 20% of their total account balance on October 19, 2012, the Plan Sponsor will sell shares of the Dell Stock Fund to reduce their holdings to less than 20% of their total account balance. Proceeds from the sale will be allocated to a pre-mixed portfolio based on the participant’s expected retirement date.
* * * * * *
- 14 -
DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001
FORM 5500, SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011
(In thousands)
| (a) | (b) Identity of Issue | (c) Description | Number of shares |
(d) Cost** | (e) Current Value |
|||||||||
| Dell Inc. Common Stock |
||||||||||||||
| * | Dell Stock Fund |
Company Stock, $0.01 par value | 8,389 | $ | 122,732 | |||||||||
|
|
|
|||||||||||||
| Mutual Funds: |
||||||||||||||
| Dreyfus Gov’t Cash Mgmt Fund |
Registered Investment Fund | 13,303 | $ | 13,303 | ||||||||||
| Vanguard Total Bond Market Index |
Registered Investment Fund | 5,863 | 63,253 | |||||||||||
| Vanguard Extended Market Index |
Registered Investment Fund | 2,262 | 21,481 | |||||||||||
| Vanguard All World EX US Index |
Registered Investment Fund | 2,540 | 21,639 | |||||||||||
| Acadian Emerging Market Equity Fund |
Registered Investment Fund | 4,859 | 39,061 | |||||||||||
| Vanguard Prime Money Market Fund |
Registered Investment Fund | 9,258 | 92,609 | |||||||||||
| Neuberger Berman Genesis Fund |
Registered Investment Fund | 5,180 | 249,669 | |||||||||||
| American Euro Pacific Growth Fund |
Registered Investment Fund | 8,858 | 322,425 | |||||||||||
| Dodge & Cox International Stock Fund |
Registered Investment Fund | 2,929 | 89,119 | |||||||||||
| PIMCO Total Return Fund |
Registered Investment Fund | 28,903 | 353,929 | |||||||||||
| American Growth Fund |
Registered Investment Fund | 9,097 | 266,670 | |||||||||||
|
|
|
|||||||||||||
| Total Mutual Funds | $ | 1,533,158 | ||||||||||||
|
|
|
|||||||||||||
| Separately Managed Funds: |
||||||||||||||
| Dell Inc. Short Duration Bond Fund — |
||||||||||||||
| Goldman Sachs Short Duration |
Registered Investment Fund | 12,369 | $ | 126,663 | ||||||||||
| PIMCO Low Duration |
Registered Investment Fund | 12,221 | 125,756 | |||||||||||
| SEI Stable Value Fund |
Common Collective Trust Fund | 4,387 | 4,387 | |||||||||||
|
|
|
|||||||||||||
| Total Dell Inc. Short Duration Bond Fund |
$ | 256,806 | ||||||||||||
|
|
|
|||||||||||||
| Dell Inc. 401(k) Dodge & Cox Balanced Fund — |
||||||||||||||
| DREYFUS GOV’T CASH MGMT FUND |
Registered Investment Fund | 5,901 | $ | 5,901 | ||||||||||
| DODGE & COX INCOME FUND |
Registered Investment Fund | 6,683 | 88,886 | |||||||||||
| ADOBE SYSTEMS INC |
Common Stock | 31 | 879 | |||||||||||
| AEGON NV |
Common Stock | 232 | 932 | |||||||||||
| AMGEN INC |
Common Stock | 84 | 5,406 | |||||||||||
| AOL INC |
Common Stock | 33 | 496 | |||||||||||
| BAKER HUGHES INC |
Common Stock | 53 | 2,554 | |||||||||||
| BANK OF AMERICA CORP |
Common Stock | 337 | 1,871 | |||||||||||
| * | BANK OF NEW YORK MELLON CORP |
Common Stock | 158 | 3,146 | ||||||||||
| BB&T CORP |
Common Stock | 73 | 1,837 | |||||||||||
| BMC SOFTWARE INC |
Common Stock | 34 | 1,115 | |||||||||||
| BOSTON SCIENTIFIC CORP |
Common Stock | 309 | 1,651 | |||||||||||
| CADENCE DESIGN SYSTEMS INC |
Common Stock | 64 | 662 | |||||||||||
| CAPITAL ONE FINANCIAL CORP |
Common Stock | 134 | 5,646 | |||||||||||
| CARMAX INC |
Common Stock | 30 | 924 | |||||||||||
| CELANESE CORP |
Common Stock | 29 | 1,262 | |||||||||||
| CEMEX S.A.B. DE C.V. ADR |
Common Stock | 57 | 309 | |||||||||||
| CHARLES SCHWAB CORP |
Common Stock | 210 | 2,359 | |||||||||||
| CHEVRON CORP |
Common Stock | 24 | 2,595 | |||||||||||
| COMCAST CORP |
Common Stock | 260 | 6,167 | |||||||||||
| COMPUTER SCIENCES CORP |
Common Stock | 45 | 1,076 | |||||||||||
| COMPUWARE CORP COM |
Common Stock | 63 | 527 | |||||||||||
| CORNING INC |
Common Stock | 63 | 818 | |||||||||||
|
|
|
|||||||||||||
| Subtotal | $ | 137,019 | ||||||||||||
(Continued)
- 15 -
DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001
FORM 5500, SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011
(In thousands)
| (a) | (b) Identity of Issue | (c) Description | Number of shares |
(d) Cost** | (e) Current Value |
|||||||||
| CREDIT SUISSE GROUP ADR |
Common Stock | 13 | $ | 305 | ||||||||||
| DISH NETWORK CORP |
Common Stock | 41 | 1,153 | |||||||||||
| DOMTAR CORP |
Common Stock | 1 | 68 | |||||||||||
| DOW CHEMICAL CO |
Common Stock | 89 | 2,545 | |||||||||||
| EBAY INC |
Common Stock | 110 | 3,336 | |||||||||||
| EQUINIX INC |
Common Stock | 5 | 497 | |||||||||||
| FEDEX CORP |
Common Stock | 53 | 4,384 | |||||||||||
| GENERAL ELECTRIC CO. |
Common Stock | 322 | 5,767 | |||||||||||
| GENWORTH FINANCIAL INC |
Common Stock | 70 | 455 | |||||||||||
| GLAXOSMITHKLINE PLC ADR |
Common Stock | 98 | 4,449 | |||||||||||
| GOLDMAN SACHS GROUP INC |
Common Stock | 29 | 2,604 | |||||||||||
| HSBC HOLDINGS PLC |
Common Stock | 21 | 781 | |||||||||||
| HEWLETT-PACKARD CO |
Common Stock | 241 | 6,195 | |||||||||||
| HOME DEPOT INC |
Common Stock | 76 | 3,195 | |||||||||||
| KONINKLIJKE PHILIPS ELECTRONIC |
Common Stock | 49 | 1,027 | |||||||||||
| LEGG MASON INC |
Common Stock | 10 | 228 | |||||||||||
| LIBERTY GLOBAL INC COM STK SERIES ‘C’ |
Common Stock | 7 | 279 | |||||||||||
| LIBERTY GLOBAL INC COM STK SERA’ |
Common Stock | 7 | 277 | |||||||||||
| LIBERTY INTERACTIVE CORP |
Common Stock | 103 | 1,670 | |||||||||||
| LOWE’S COS INC |
Common Stock | 24 | 609 | |||||||||||
| MAXIM INTEGRATED PRODUCTS INC |
Common Stock | 90 | 2,344 | |||||||||||
| MCGRAW-HILL COS INC |
Common Stock | 27 | 1,192 | |||||||||||
| MEDTRONIC INC |
Common Stock | 31 | 1,186 | |||||||||||
| MERCK & CO INC |
Common Stock | 170 | 6,390 | |||||||||||
| MICROSOFT CORP |
Common Stock | 142 | 3,686 | |||||||||||
| MOLEX INC CLASS’A’N.VTG |
Common Stock | 8 | 179 | |||||||||||
| MOLEX INC |
Common Stock | 52 | 1,021 | |||||||||||
| NETAPP INC |
Common Stock | 22 | 780 | |||||||||||
| NEWS CORP |
Common Stock | 240 | 4,273 | |||||||||||
| NOKIA CORP ADR |
Common Stock | 141 | 677 | |||||||||||
| NOVARTIS AG ADR |
Common Stock | 77 | 4,374 | |||||||||||
| NVR INC |
Common Stock | 1 | 343 | |||||||||||
| OCCIDENTAL PETROLEUM CORP |
Common Stock | 47 | 4,376 | |||||||||||
| PANASONIC CORP ADR |
Common Stock | 74 | 619 | |||||||||||
| PFIZER INC |
Common Stock | 260 | 5,626 | |||||||||||
| PITNEY BOWES INC |
Common Stock | 16 | 289 | |||||||||||
| SANOFI-AVENTIS ADR |
Common Stock | 130 | 4,744 | |||||||||||
| SCHLUMBERGER LTD |
Common Stock | 64 | 4,338 | |||||||||||
| SONY CORP ADR |
Common Stock | 65 | 1,169 | |||||||||||
| SPRINT NEXTEL CORP |
Common Stock | 505 | 1,181 | |||||||||||
| SUNTRUST BANKS INC |
Common Stock | 55 | 979 | |||||||||||
| SYMANTEC CORP |
Common Stock | 170 | 2,661 | |||||||||||
| SYNOPSYS INC |
Common Stock | 50 | 1,365 | |||||||||||
| TE CONNECTIVITY LTD |
Common Stock | 56 | 1,734 | |||||||||||
| TIME WARNER CABLE INC |
Common Stock | 44 | 2,806 | |||||||||||
| TIME WARNER INC |
Common Stock | 143 | 5,162 | |||||||||||
| TYCO INTERNATIONAL LTD |
Common Stock | 32 | 1,494 | |||||||||||
| UNILEVER PLC |
Common Stock | 38 | 1,274 | |||||||||||
| VODAFONE GROUP SPON ADR |
Common Stock | 106 | 2,957 | |||||||||||
| VULCAN MATERIALS CO |
Common Stock | 40 | 1,590 | |||||||||||
| WAL-MART STORES INC |
Common Stock | 64 | 3,801 | |||||||||||
| WELLS FARGO & CO |
Common Stock | 230 | 6,338 | |||||||||||
| XEROX CORP |
Common Stock | 276 | 2,194 | |||||||||||
|
|
|
|||||||||||||
| Total Dell Inc. 401(k) Dodge & Cox Balanced Fund |
$ | 259,985 | ||||||||||||
|
|
|
|||||||||||||
(Continued)
- 16 -
DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001
FORM 5500, SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011
(In thousands)
| (a) | (b) Identity of Issue | (c) Description | Number of shares |
(d) Cost** | (e) Current Value |
|||||||||
| Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund — |
||||||||||||||
| DREYFUS GOV’T CASH MGMT FUND |
Registered Investment Fund | 6,929 | $ | 6,929 | ||||||||||
| ADOBE SYSTEMS INC |
Common Stock | 48 | 1,365 | |||||||||||
| AEGON NV |
Common Stock | 361 | 1,452 | |||||||||||
| AMGEN INC |
Common Stock | 133 | 8,508 | |||||||||||
| AOL INC |
Common Stock | 51 | 775 | |||||||||||
| BAKER HUGHES INC |
Common Stock | 80 | 3,877 | |||||||||||
| BANK OF AMERICA CORP |
Common Stock | 519 | 2,883 | |||||||||||
| * | BANK OF NEW YORK MELLON CORP |
Common Stock | 243 | 4,840 | ||||||||||
| BB&T CORP |
Common Stock | 113 | 2,844 | |||||||||||
| BMC SOFTWARE INC |
Common Stock | 53 | 1,737 | |||||||||||
| BOSTON SCIENTIFIC CORP |
Common Stock | 477 | 2,548 | |||||||||||
| CADENCE DESIGN SYSTEMS INC |
Common Stock | 99 | 1,024 | |||||||||||
| CAPITAL ONE FINANCIAL CORP |
Common Stock | 208 | 8,775 | |||||||||||
| CARMAX INC |
Common Stock | 44 | 1,326 | |||||||||||
| CELANESE CORP |
Common Stock | 45 | 1,970 | |||||||||||
| CEMEX S.A.B. DE C.V. ADR |
Common Stock | 82 | 439 | |||||||||||
| CHARLES SCHWAB CORP |
Common Stock | 327 | 3,678 | |||||||||||
| CHEVRON CORP |
Common Stock | 39 | 4,180 | |||||||||||
| COMCAST CORP |
Common Stock | 415 | 9,844 | |||||||||||
| COMPUTER SCIENCES CORP |
Common Stock | 69 | 1,638 | |||||||||||
| COMPUWARE CORP |
Common Stock | 101 | 841 | |||||||||||
| CORNING INC |
Common Stock | 98 | 1,272 | |||||||||||
| CREDIT SUISSE GROUP ADR |
Common Stock | 20 | 458 | |||||||||||
| DISH NETWORK CORP |
Common Stock | 63 | 1,789 | |||||||||||
| DOMTAR CORP |
Common Stock | 4 | 304 | |||||||||||
| DOW CHEMICAL CO |
Common Stock | 140 | 4,021 | |||||||||||
| EBAY INC |
Common Stock | 171 | 5,171 | |||||||||||
| EQUINIX INC |
Common Stock | 8 | 761 | |||||||||||
| FEDEX CORP |
Common Stock | 81 | 6,764 | |||||||||||
| GENERAL ELECTRIC CO. |
Common Stock | 500 | 8,955 | |||||||||||
| GENWORTH FINANCIAL INC |
Common Stock | 107 | 701 | |||||||||||
| GLAXOSMITHKLINE ADR |
Common Stock | 157 | 7,164 | |||||||||||
| GOLDMAN SACHS GROUP INC |
Common Stock | 48 | 4,295 | |||||||||||
| HEWLETT-PACKARD CO |
Common Stock | 373 | 9,596 | |||||||||||
| HOME DEPOT INC |
Common Stock | 116 | 4,868 | |||||||||||
| HSBC HLDGS ADR |
Common Stock | 30 | 1,141 | |||||||||||
| KONINKLIJKE PHILIPS ELECTRONIC |
Common Stock | 76 | 1,592 | |||||||||||
| LEGG MASON INC |
Common Stock | 15 | 370 | |||||||||||
| LIBERTY GLOBAL INC SERIES C |
Common Stock | 16 | 661 | |||||||||||
| LIBERTY GLOBAL INC SERIES A |
Common Stock | 10 | 399 | |||||||||||
| LIBERTY INTERACTIVE CORP |
Common Stock | 161 | 2,615 | |||||||||||
| LOWE’S COS INC |
Common Stock | 37 | 939 | |||||||||||
| MAXIM INTEGRATED PRODUCTS INC |
Common Stock | 141 | 3,672 | |||||||||||
| MCGRAW-HILL COS INC |
Common Stock | 41 | 1,821 | |||||||||||
| MEDTRONIC INC |
Common Stock | 48 | 1,836 | |||||||||||
| MERCK & CO INC |
Common Stock | 269 | 10,122 | |||||||||||
| MICROSOFT CORP |
Common Stock | 221 | 5,727 | |||||||||||
| MOLEX INC |
Common Stock | 82 | 1,624 | |||||||||||
| NETAPP INC |
Common Stock | 34 | 1,215 | |||||||||||
|
|
|
|||||||||||||
| Subtotal | $ | 161,326 | ||||||||||||
(Continued)
- 17 -
DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001
FORM 5500, SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011
(In thousands)
| (a) | (b) Identity of Issue | (c) Description | Number of shares |
(d) Cost** | (e) Current Value |
|||||||||
| NEWS CORP |
Common Stock | 384 | $ | 6,854 | ||||||||||
| NOKIA OYJ |
Common Stock | 222 | 1,070 | |||||||||||
| NOVARTIS AG |
Common Stock | 114 | 6,540 | |||||||||||
| NVR INC |
Common Stock | 1 | 480 | |||||||||||
| OCCIDENTAL PETROLEUM CORP |
Common Stock | 72 | 6,756 | |||||||||||
| PANASONIC CORP ADR |
Common Stock | 119 | 1,000 | |||||||||||
| PFIZER INC |
Common Stock | 402 | 8,691 | |||||||||||
| PITNEY BOWES INC |
Common Stock | 29 | 538 | |||||||||||
| SANOFI-AVENTIS ADR |
Common Stock | 200 | 7,319 | |||||||||||
| SCHLUMBERGER LTD |
Common Stock | 99 | 6,729 | |||||||||||
| SONY CORP ADR |
Common Stock | 92 | 1,652 | |||||||||||
| SPRINT NEXTEL CORP |
Common Stock | 761 | 1,779 | |||||||||||
| SUNTRUST BANKS INC |
Common Stock | 86 | 1,522 | |||||||||||
| SYMANTEC CORP |
Common Stock | 255 | 3,991 | |||||||||||
| SYNOPSYS INC |
Common Stock | 84 | 2,293 | |||||||||||
| TE CONNECTIVITY LTD |
Common Stock | 90 | 2,757 | |||||||||||
| TIME WARNER CABLE INC |
Common Stock | 67 | 4,258 | |||||||||||
| TIME WARNER INC |
Common Stock | 223 | 8,042 | |||||||||||
| TYCO INTERNATIONAL LTD |
Common Stock | 49 | 2,289 | |||||||||||
| UNILEVER PLC |
Common Stock | 59 | 1,978 | |||||||||||
| VODAFONE GROUP SPON ADR |
Common Stock | 166 | 4,639 | |||||||||||
| VULCAN MATERIALS CO |
Common Stock | 63 | 2,477 | |||||||||||
| WAL-MART STORES INC |
Common Stock | 99 | 5,934 | |||||||||||
| WELLS FARGO & CO |
Common Stock | 357 | 9,844 | |||||||||||
| XEROX CORP |
Common Stock | 425 | 3,384 | |||||||||||
|
|
|
|||||||||||||
| Total Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund |
$ | 264,142 | ||||||||||||
|
|
|
|||||||||||||
| Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund — |
||||||||||||||
| DREYFUS GOV’T CASH MGMT FUND |
Registered Investment Fund | 3,814 | $ | 3,814 | ||||||||||
| ACME PACKET INC |
Common Stock | 37 | 1,131 | |||||||||||
| ADTRAN INC |
Common Stock | 54 | 1,635 | |||||||||||
| ADVISORY BOARD INC |
Common Stock | 32 | 2,338 | |||||||||||
| AERCAP HOLDINGS N.V. |
Common Stock | 164 | 1,852 | |||||||||||
| ALERE INC |
Common Stock | 45 | 1,048 | |||||||||||
| ALLEGIANT TRAVEL CO |
Common Stock | 36 | 1,894 | |||||||||||
| ALLIANCE DATA SYSTEMS CORP |
Common Stock | 44 | 4,569 | |||||||||||
| AMDOCS LTD |
Common Stock | 84 | 2,397 | |||||||||||
| BALLY TECHNOLOGIES INC |
Common Stock | 47 | 1,875 | |||||||||||
| BIO RAD LABORATORIES INC |
Common Stock | 14 | 1,345 | |||||||||||
| BROOKDALE SENIOR LIVING INC |
Common Stock | 86 | 1,496 | |||||||||||
| BROWN & BROWN INC |
Common Stock | 46 | 1,036 | |||||||||||
| BRUKER CORP |
Common Stock | 108 | 1,339 | |||||||||||
| CARLISLE COS INC |
Common Stock | 22 | 966 | |||||||||||
| CATALYST HEALTH SOLUTIONS INC. |
Common Stock | 55 | 2,850 | |||||||||||
| CLARCOR INC |
Common Stock | 21 | 1,065 | |||||||||||
| CLEAN HARBORS INC |
Common Stock | 41 | 2,613 | |||||||||||
| CORE LABORATORIES |
Common Stock | 13 | 1,504 | |||||||||||
| CORPORATE EXECUTIVE BOARD CO |
Common Stock | 71 | 2,709 | |||||||||||
| COSTAR GROUP INC |
Common Stock | 52 | 3,470 | |||||||||||
| DAVITA INC |
Common Stock | 103 | 7,808 | |||||||||||
| DENBURY RESOURCES INC |
Common Stock | 98 | 1,480 | |||||||||||
|
|
|
|||||||||||||
| Subtotal | $ | 52,234 | ||||||||||||
(Continued)
- 18 -
DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001
FORM 5500, SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011
(In thousands)
| (a) | (b) Identity of Issue | (c) Description | Number of Shares |
(d) Cost** | (e) Current Value |
|||||||||
| DRIL-QUIP INC |
Common Stock | 31 | $ | 2,040 | ||||||||||
| DUNKIN’ BRANDS GROUP INC |
Common Stock | 53 | 1,329 | |||||||||||
| DUPONT FABROS TECHNOLOGY INC |
Common Stock | 38 | 918 | |||||||||||
| FLEETCOR TECHNOLOGIES INC |
Common Stock | 52 | 1,538 | |||||||||||
| GARDNER DENVER INC |
Common Stock | 24 | 1,811 | |||||||||||
| GEN-PROBE INC |
Common Stock | 25 | 1,478 | |||||||||||
| GENTEX CORP |
Common Stock | 63 | 1,861 | |||||||||||
| GEORESOURCES INC |
Common Stock | 50 | 1,457 | |||||||||||
| GLOBAL PAYMENTS INC |
Common Stock | 92 | 4,359 | |||||||||||
| GRACO INC |
Common Stock | 33 | 1,349 | |||||||||||
| GRAND CANYON EDUCATION INC |
Common Stock | 83 | 1,318 | |||||||||||
| GREEN DOT CORP |
Common Stock | 50 | 1,573 | |||||||||||
| HAEMONETICS CORP |
Common Stock | 32 | 1,928 | |||||||||||
| HANESBRANDS INC |
Common Stock | 78 | 1,705 | |||||||||||
| HENRY JACK & ASSOCIATES INC |
Common Stock | 87 | 2,938 | |||||||||||
| HERBALIFE LTD |
Common Stock | 30 | 1,550 | |||||||||||
| HOLOGIC INC |
Common Stock | 110 | 1,923 | |||||||||||
| IHS INC |
Common Stock | 32 | 2,757 | |||||||||||
| INFORMATICA CORP |
Common Stock | 49 | 1,821 | |||||||||||
| JARDEN CORP |
Common Stock | 94 | 2,800 | |||||||||||
| JONES LANG LASALLE INC |
Common Stock | 35 | 2,144 | |||||||||||
| JOS A BANK CLOTHIERS INC |
Common Stock | 31 | 1,487 | |||||||||||
| KANSAS CITY SOUTHERN |
Common Stock | 47 | 3,224 | |||||||||||
| LAZARD LTD |
Common Stock | 79 | 2,073 | |||||||||||
| LAMAR ADVERTISING OC |
Common Stock | 59 | 1,631 | |||||||||||
| LAREDO PETROLEUM INC |
Common Stock | 64 | 1,429 | |||||||||||
| LINEAR TECHNOLOGY CORP |
Common Stock | 51 | 1,520 | |||||||||||
| MAGELLAN HEALTH SERVICES INC |
Common Stock | 35 | 1,707 | |||||||||||
| MANITOWOC CO INC |
Common Stock | 181 | 1,664 | |||||||||||
| MEDNAX INC |
Common Stock | 33 | 2,340 | |||||||||||
| MICHAEL KORS HOLDINGS LTD |
Common Stock | 39 | 1,074 | |||||||||||
| MICROS SYSTEMS INC |
Common Stock | 37 | 1,709 | |||||||||||
| MOHAWK INDUSTRIES |
Common Stock | 25 | 1,478 | |||||||||||
| MONEYGRAM INTERNATIONAL INC |
Common Stock | 60 | 1,065 | |||||||||||
| MYRIAD GENETICS INC |
Common Stock | 73 | 1,518 | |||||||||||
| NASDAQ OMX GROUP INC |
Common Stock | 104 | 2,556 | |||||||||||
| NATIONAL INSTRUMENTS CORP |
Common Stock | 57 | 1,479 | |||||||||||
| NEUSTAR INC |
Common Stock | 68 | 2,324 | |||||||||||
| NICE SYSTEMS LTD |
Common Stock | 79 | 2,718 | |||||||||||
| NORTHERN OIL AND GAS INC |
Common Stock | 65 | 1,547 | |||||||||||
| OCEANEERING INTERNATIONAL INC |
Common Stock | 32 | 1,453 | |||||||||||
| OIL STATES INTERNATIONAL INC |
Common Stock | 44 | 3,360 | |||||||||||
| ONYX PHARMACEUTICALS |
Common Stock | 59 | 2,593 | |||||||||||
| ORBITAL SCIENCES CORP |
Common Stock | 107 | 1,555 | |||||||||||
| PROASSURANCE CORP |
Common Stock | 24 | 1,916 | |||||||||||
| RED HAT INC |
Common Stock | 27 | 1,119 | |||||||||||
| REGAL-BELOIT CORP |
Common Stock | 33 | 1,682 | |||||||||||
| RENAISSANCE RE HLDGS |
Common Stock | 45 | 3,354 | |||||||||||
| RESOURCES CONNECTION INC |
Common Stock | 104 | 1,098 | |||||||||||
| ROWAN COS INC |
Common Stock | 43 | 1,310 | |||||||||||
| RPM INTERNATIONAL INC |
Common Stock | 116 | 2,855 | |||||||||||
| SBA COMMUNICATIONS CORP |
Common Stock | 138 | 5,928 | |||||||||||
| SPX CORP |
Common Stock | 33 | 1,959 | |||||||||||
| SALLY BEAUTY HOLDINGS INC |
Common Stock | 60 | 1,264 | |||||||||||
| SIRONA DENTAL SYSTEMS INC |
Common Stock | 47 | 2,074 | |||||||||||
|
|
|
|||||||||||||
| Subtotal | $ | 160,894 | ||||||||||||
(Continued)
- 19 -
DELL INC. 401(k) PLAN
EIN 74-2487834, PLAN 001
FORM 5500, SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011
(In thousands)
| (a) | (b) Identity of Issue | (c) Description | Number of shares |
(d) Cost** | (e) Current Value |
|||||||||||
| SOLERA HOLDINGS INC |
Common Stock | 66 | $ | 2,935 | ||||||||||||
| SOTHEBY’S |
Common Stock | 60 | 1,712 | |||||||||||||
| SUCCESSFACTORS INC |
Common Stock | 6 | 227 | |||||||||||||
| TEMPUR-PEDIC INTERNATIONAL INC |
Common Stock | 32 | 1,681 | |||||||||||||
| TERADYNE INC |
Common Stock | 102 | 1,390 | |||||||||||||
| THOR INDUSTRIES INC |
Common Stock | 58 | 1,580 | |||||||||||||
| TIBCO SOFTWARE INC |
Common Stock | 57 | 1,370 | |||||||||||||
| TIFFANY & CO |
Common Stock | 10 | 669 | |||||||||||||
| TRANSDIGM GROUP INC |
Common Stock | 31 | 2,966 | |||||||||||||
| TRIMBLE NAVIGATION LTD |
Common Stock | 51 | 2,231 | |||||||||||||
| UNITED NATURAL FOODS INC |
Common Stock | 74 | 2,973 | |||||||||||||
| UTI WORLDWIDE INC |
Common Stock | 114 | 1,518 | |||||||||||||
| VANGUARD HEALTH SYSTEMS INC |
Common Stock | 74 | 751 | |||||||||||||
| VOLCANO CORP |
Common Stock | 58 | 1,382 | |||||||||||||
| WABCO HOLDINGS INC |
Common Stock | 52 | 2,248 | |||||||||||||
| WABTEC CORPORATION |
Common Stock | 15 | 1,014 | |||||||||||||
| WESCO INTERNATIONAL INC |
Common Stock | 66 | 3,499 | |||||||||||||
| WHITING PETROLEUM CORP |
Common Stock | 49 | 2,265 | |||||||||||||
| WILEY(JOHN)& SONS INC |
Common Stock | 44 | 1,940 | |||||||||||||
| WR BERKLEY CORP |
Common Stock | 48 | 1,654 | |||||||||||||
| WRIGHT EXPRESS CORP |
Common Stock | 71 | 3,827 | |||||||||||||
|
|
|
|||||||||||||||
| Total Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund |
$ | 200,726 | ||||||||||||||
|
|
|
|||||||||||||||
| Total Separately Managed Funds | $ | 981,659 | ||||||||||||||
|
|
|
|||||||||||||||
| Common Collective Trust Funds: |
||||||||||||||||
| Wellington Balanced Real Assets Fund |
Common Collective Trust Fund | 2,682 | $ | 26,074 | ||||||||||||
| BlackRock Equity Index Fund |
Common Collective Trust Fund | 7,029 | 306,602 | |||||||||||||
|
|
|
|||||||||||||||
| Total Common Collective Trust Funds |
$ | 332,676 | ||||||||||||||
|
|
|
|||||||||||||||
| * | Notes Receivable from Participants |
Loans bearing interest rates ranging from 4.25% to 10.5%, due at various dates through December 29, 2031 | $ | 79,617 | ||||||||||||
|
|
|
|||||||||||||||
| Total | $ | 3,049,842 | ||||||||||||||
|
|
|
|||||||||||||||
| * | Party-in-Interest |
| ** | Cost information is not required for participant-directed investments |
(Concluded)
- 20 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| DELL INC. 401(K) PLAN | ||||||
| By: | Benefits Administration Committee of the Dell Inc. 401(k) Plan | |||||
| Date: June 26, 2012 |
By: | /s/ Janet B. Wright | ||||
|
| ||||||
| Janet B. Wright | ||||||
| On Behalf of the Benefits Administration Committee | ||||||
- 21 -
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Accountants | |
- 22 -