þ | ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Page(s) | ||||
1 | ||||
Financial Statements |
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2 | ||||
3 | ||||
4 | ||||
Supplemental Schedule* |
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11 | ||||
12 | ||||
Exhibit 23.1 |
* | Note: Other schedules required by Section 2520.103-10 of the Department of Labors 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. | |||||||
Consent of PricewaterhouseCoopers LLP |
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2007 | 2006 | |||||||
Assets |
||||||||
Investments
Common stock |
$ | 3,067,279 | $ | 3,376,600 | ||||
Registered investment funds |
26,658,160 | 23,739,367 | ||||||
Interest in common/collective trust |
2,233,535 | 2,315,524 | ||||||
Participant loans receivable |
703,668 | 711,047 | ||||||
Money market funds |
1,238,932 | | ||||||
Total investments, at fair value |
33,901,574 | 30,142,538 | ||||||
Cash, non-interest bearing |
284,331 | 168,683 | ||||||
Employer contributions receivable |
| 63,732 | ||||||
Total assets |
34,185,905 | 30,374,953 | ||||||
Liabilities |
||||||||
Excess contributions refundable to participants |
89,521 | 63,938 | ||||||
Due to broker unsettled trades |
154,738 | | ||||||
Other payables |
35 | 583 | ||||||
Total liabilities |
244,294 | 64,521 | ||||||
Net assets available for benefits at fair value |
33,941,611 | 30,310,432 | ||||||
Adjustment from fair value to contract value for fully
benfit-responsive investment contracts |
15,677 | 50,524 | ||||||
Net assets available for benefits |
$ | 33,957,288 | $ | 30,360,956 | ||||
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2007 | ||||
Additions: |
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Contributions |
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Employee contributions |
$ | 4,076,577 | ||
Employer contributions |
1,414,485 | |||
Employee rollover contributions |
283,675 | |||
Total contributions |
5,774,737 | |||
Investment income |
||||
Interest and dividends |
2,292,326 | |||
Interest on loans to participants |
56,094 | |||
Net depreciation in fair value of investments |
(720,202 | ) | ||
Total investment income |
1,628,218 | |||
Deductions: |
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Benefits paid to participants |
(3,794,341 | ) | ||
Administrative expenses |
(12,282 | ) | ||
Total deductions |
(3,806,623 | ) | ||
Net increase in net assets available for benefits |
3,596,332 | |||
Net assets available for benefits |
||||
Beginning of year |
30,360,956 | |||
End of year |
$ | 33,957,288 | ||
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1. | Description of the Plan | |
General | ||
Dell Financial Services L.P. (the Employer) was established as a joint venture of Dell Inc. (Dell) and The CIT Group Inc. (CIT). The Employer adopted the Dell Financial Services L.P. 401(k) Plan (the Plan) effective August 1, 1997. On December 31, 2007, Dell purchased CITs remaining 30% interest in DFS, making it a wholly-owned subsidiary. 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 Plans provisions. | ||
The Plan is a defined contribution plan covering all U.S. resident employees of the Employer who are not covered by a collective bargaining agreement. Participation in the Plan is at the election of the employee. As of December 31, 2007 and 2006, there were 1,135 and 1,051 active employees participating in the Plan, respectively. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | ||
Effective December 31, 2007, the Plan froze Employer and employee contributions and ceased new participant loans and hardship distributions. Active participants were required to leave their assets in the Plan and were allowed to contribute to a new account established under the participants name in the Dell Inc. 401(k) Plan. All participants in the Plan become 100% vested in their account balance on the date the plan was frozen. | ||
Dell intends to merge the Plan into the Dell Inc. 401(k) Plan (the Dell Plan) during the 2008 plan year. | ||
Participant Contributions | ||
Contributions are made to the Plan by the Employer on behalf of each eligible participant based upon the participants elected compensation deferral through payroll deductions. The deferrals are funded by the Employer at the end of each payroll period. Eligible participants may elect to contribute up to 25% of their eligible compensation, in whole percentages, to the Plan up to the statutory limit of $15,500 and $15,000 for 2007 and 2006, respectively, as permitted by the Internal Revenue Code of 1986 as amended (IRC). Highly compensated participants, 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. For the 2007 and 2006 plan years, participants age 50 or over may 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 another qualified plan (rollover contributions). | ||
Employer Contributions | ||
Prior to December 31, 2007, the Employer had elected to match 50% of each dollar contributed by participants up to 6% of the participants eligible compensation. The Employers matching contributions were made at the end of each payroll period. The Employer may also elect to make |
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discretionary contributions. Discretionary contributions are allocated to eligible Participants with at least one year of service, and who were employed on the last day of the Plan year. There were no discretionary contributions made for the year ended December 31, 2007. Employer contributions are invested in the individual funds according to the current investment allocations of the participant. Neither participant, Employer matching, nor discretionary contributions are required to be invested in the Dell Inc. Stock Fund. | ||
Participant Accounts | ||
Each participants account is credited with the participants contributions, allocations of Employer matching and discretionary contributions, and an allocation of Plan earnings offset by Plan administrative expenses. Each day, the Charles Schwab Trust Company (the Plan Trustee) calculates earnings and allocates gains and losses to each participants account. The benefit to which a participant is entitled is limited to the participants vested account balance. | ||
Vesting | ||
Participants are immediately vested in their contributions and earnings. Employer contributions are vested 20% for each year of service and are fully vested after five years of service. Participants earn a year of service if the participant is credited with at least 1,000 hours of service during the Plan year. Effective December 31, 2007, participants with an account balance became 100% vested in all of their accounts in the Plan (See General above). | ||
Forfeitures | ||
Forfeitures by participants of unvested Employer contributions can be used to restore amounts previously forfeited by participants qualified for such restoration upon re-employment. Forfeitures could be used to satisfy Plan administrative expenses or to reduce future employer contributions. Unallocated forfeited nonvested accounts were $97,749 and $47,473 at December 31, 2007 and 2006, respectively. During 2007, forfeited account balances of $110,763 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 59 1/2, termination of employment, disability, death or in the event of financial hardship. A participant may defer benefit payments until reaching the age of 65, provided his or her account balance is greater than $5,000. In the event of a distribution greater than $1,000 but less than $5,000 made on or after March 28, 2005, 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. In the event of a distribution less than $1,000 made on or after March 28, 2006, the Plan Administrator shall direct the Trustee to cause the entire vested benefit to be paid to such participant in a single 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 | ||
Effective April 1, 2007, The Charles Schwab Trust Company became Trustee of the Plan, replacing Nationwide Trust Company, N.A. Plan assets are held in trust by the Plan Trustee. The Plans third party recordkeeper is The 401(k) Company. Substantially all administrative expenses of the Plan are paid by the Employer. Loan origination fees, loan maintenance fees, and distribution fees are paid by participants through deductions from the participants account balance. |
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Participant Loans | ||
Participants may take out a maximum loan amount equal to the lesser of (i) $50,000 or (ii) 50% of the available vested portion of their account balance less any current outstanding loan balance (minimum loan amount of $1,000). Each participants loan is charged a reasonable rate of interest as determined by current market rates and a one-time fee of $50. Further, there is a monthly maintenance fee of $2 charged for each month the participant has an outstanding loan balance. Loan balances must be paid by direct payroll deduction and the repayment period cannot exceed five years. Repayments are reinvested in the individual funds according to the current investment elections of the participant. If the participant is terminated or if the Plan terminates, the loan must be repaid or the outstanding balance will be considered in default and reported as a distribution. Participant loans outstanding under the Plan as of the date the Plan is merged into the Dell Plan will be transferred to the Dell Plan. Transferred loans will remain outstanding under the Dell Plan in accordance with the terms and conditions of such loans and applicable Plan provisions. At December 31, 2007, loans bore interest at rates ranging between 6.27% and 9.13% and are due at various dates through December 21, 2012. | ||
Plan Termination | ||
Effective December 31, 2007, the Employer amended the Plan to disallow both employer and employee contributions to the Plan and new participants. Participant account balances became fully vested in the Plan as of December 31, 2007. All employees of the Employer become eligible to participate in the Dell Inc. 401(k) Plan effective January 1, 2008. | ||
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, mutual funds, common/collective trusts 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. | ||
Investment Valuation and Investment Income | ||
All investments, with the exception of the interest in common/collective trust, are initially recorded at acquisition cost on a trade-date basis, which includes brokerage, commissions and are |
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revalued each business day to fair value based upon quoted market prices. Investments in units of common/collective trusts are valued at the respective net asset values as reported by such trusts. Participant loans are valued at estimated fair value consisting of outstanding principal and any related interest. | ||
The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists 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. | ||
Contributions | ||
Employee and Employer contributions are recorded in the period the Employer makes the payroll deduction or upon approval by the Employer for discretionary contributions, if any. | ||
Benefits Paid to Participants | ||
Plan distributions are recorded when paid. | ||
New Accounting Pronouncement | ||
In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157 establishes a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 157 on the Plan. |
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3. | Investments | |
The following table presents the investments of the Plan at December 31, 2007 and 2006: |
2007 | 2006 | |||||||
Common stock |
||||||||
Dell Inc. |
$ | 3,067,279 | * | $ | 3,343,190 | * | ||
Tyco International Ltd. |
| 33,410 | ||||||
Total common stock |
3,067,279 | 3,376,600 | ||||||
Registered investment funds |
||||||||
Davis New York Venture Fund |
5,404,570 | * | 4,913,851 | * | ||||
Growth Fund of America |
4,873,261 | * | 4,162,536 | * | ||||
Franklin Balance Sheet Investment Fund |
2,820,306 | * | 2,930,870 | * | ||||
Franklin Small Mid Cap Growth Fund |
2,176,023 | * | 2,016,971 | * | ||||
EuroPacific Growth Fund |
3,759,722 | * | 2,974,808 | * | ||||
Bond Fund of America |
2,645,173 | * | 2,121,246 | * | ||||
Franklin Real Estate Securities Fund |
1,107,548 | 1,701,951 | * | |||||
Laudus
Rosenberg International Small Cap Growth Fund |
1,792,982 | * | 1,556,367 | * | ||||
Templeton Developing Markets Trust |
2,078,575 | * | 1,360,767 | |||||
Total registered investment funds |
26,658,160 | 23,739,367 | ||||||
Common/collective trust |
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INVESCO Stable Value Trust |
2,233,535 | * | 2,315,524 | * | ||||
Participant loans receivable |
703,668 | 711,047 | ||||||
Money market funds |
||||||||
Federated Capital Reserves |
4,829 | | ||||||
Federated Prime Cash Obligations Fund |
1,234,103 | | ||||||
Total money market funds |
1,238,932 | | ||||||
Total investments at fair value |
$ | 33,901,574 | $ | 30,142,538 | ||||
* | Represents investments of the Plan which comprise 5% or more of net assets available for benefits. |
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2007 | ||||
Common stock |
$ | (63,264 | ) | |
Registered investment funds |
(656,938 | ) | ||
Net depreciation in fair value of investments |
$ | (720,202 | ) | |
4. | Tax Status | |
The Plan received a determination letter dated May 2, 2002, from the Internal Revenue Service stating 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 plan administrator 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 Dell securities. During the year ended December 31, 2007, the Plan purchased approximately 13,000 shares of Dell stock for $300,000 and sold approximately 21,000 shares of the Dell stock for $524,000. | ||
6. | Reconciliation of Financial Statements to Form 5500 | |
The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500 at December 31, 2007 and 2006: |
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2007 | 2006 | |||||||
Net assets available for benefits per the financial statements |
$ | 33,957,288 | $ | 30,360,956 | ||||
Less: Adjustment from contract value to fair value |
15,677 | 50,524 | ||||||
Net assets per Form 5500 |
$ | 33,941,611 | $ | 30,310,432 | ||||
Increase in net assets available for benefits per financial statements |
$ | 3,596,332 | ||
Add: Reversal of prior year adjustment from contract value to fair value
for fully benefit-responsive investment contract |
50,524 | |||
Less: Current year adjustment from contract value to fair value for
fully benefit-responsive investment contract |
(15,677 | ) | ||
Increase in net assets available for benefits per Form 5500 |
$ | 3,631,179 | ||
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(c) | ||||||||||
(b) | Description of Investment | |||||||||
Identity of Issuer, Borrower, | Including Maturity Date, Rate of | (d) | (e) | |||||||
(a) | Lessor or Similar Party | Interest, Par, or Maturity Value | Cost** | Current Value | ||||||
*
|
Dell Inc. Stock | Common Stock, $0.01 par value | $ | 3,067,279 | ||||||
Federated Capital Reserves | Money Market Fund | 4,829 | ||||||||
Federated Prime Cash Obligations Fund | Money Market Fund | 1,234,103 | ||||||||
Davis New York Venture Fund | Registered Investment Fund | 5,404,570 | ||||||||
Growth Fund of America | Registered Investment Fund | 4,873,261 | ||||||||
Franklin Balance Sheet Investment Fund | Registered Investment Fund | 2,820,306 | ||||||||
Franklin Small Mid-Cap Growth Fund | Registered Investment Fund | 2,176,023 | ||||||||
EuroPacific Growth Fund | Registered Investment Fund | 3,759,722 | ||||||||
Bond Fund of America | Registered Investment Fund | 2,645,173 | ||||||||
Franklin Real Estate Securities Fund | Registered Investment Fund | 1,107,548 | ||||||||
Laudus Rosenburg International Small Cap Fund | Registered Investment Fund | 1,792,982 | ||||||||
Templeton Development Markets Trust | Registered Investment Fund | 2,078,575 | ||||||||
INVESCO Stable Value Trust | Common/Collective Trust | 2,233,535 | ||||||||
*
|
Participant loans | Loans bearing interest rates ranging from 6.27% to 9.13% due at various dates through December 21, 2012 | 703,668 | |||||||
Total | $ | 33,901,574 | ||||||||
* | Party-in-interest | |
** | Cost information is not required for participant directed investments |
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DELL FINANCIAL SERVICES L.P. 401(K) PLAN |
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By: | Benefits Administration Committee of the Dell Financial Services L.P. 401(k) Plan |
Date: June 30, 2008 | By: | /s/ William Balog | ||
William Balog | ||||
On Behalf of the Benefits Administration Committee | ||||
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Exhibit | ||
Number | Description | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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