o | ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
þ | 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 | ||||
Consent of Independent Registered Public Accounting Firm |
Exhibit 23.1 |
* | Note: All 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 because they are not applicable. |
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EX-23.1 |
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2008 | 2007 | |||||||
Assets |
||||||||
Investments |
||||||||
Common stock |
$ | | $ | 3,067,279 | ||||
Registered investment funds |
| 26,658,160 | ||||||
Interest in common/collective trust |
| 2,233,535 | ||||||
Participant loans receivable |
| 703,668 | ||||||
Money market funds |
| 1,238,932 | ||||||
Total investments, at fair value |
| 33,901,574 | ||||||
Cash, non-interest bearing |
| 284,331 | ||||||
Total assets |
| 34,185,905 | ||||||
Liabilities |
||||||||
Excess contributions refundable to participants |
| 89,521 | ||||||
Due to broker unsettled trades |
| 154,738 | ||||||
Other payables |
| 35 | ||||||
Total liabilities |
| 244,294 | ||||||
Net assets available for benefits at fair value |
| 33,941,611 | ||||||
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
| 15,677 | ||||||
Net assets available for benefits |
$ | | $ | 33,957,288 | ||||
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2008 | ||||
Contributions |
||||
Employer contributions (see Note 1) |
$ | 27,055 | ||
Total contributions |
27,055 | |||
Investment income (loss) |
||||
Interest and dividends |
157,689 | |||
Interest on loans to participants |
24,171 | |||
Net depreciation in fair value of investments |
(3,175,093 | ) | ||
Total investment loss |
(2,993,233 | ) | ||
Deductions: |
||||
Benefits paid to participants |
(1,082,107 | ) | ||
Administrative expenses |
(2,421 | ) | ||
Total deductions |
(1,084,528 | ) | ||
Net decrease in net assets
available for benefits before
asset transfer |
(4,050,706 | ) | ||
Asset transfer to the Dell Inc. 401(k) Plan (see Note 1) |
(29,906,582 | ) | ||
Net decrease after asset transfer |
(33,957,288 | ) | ||
Net assets available for benefits |
||||
Beginning of period |
33,957,288 | |||
End of period |
$ | | ||
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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 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 was a defined contribution plan covering all U.S. resident employees of the Employer who were not covered by a collective bargaining agreement. Participation in the Plan was at the election of the employee. As of July 8, 2008, and December 31, 2007, there were 0 and 1,135 active employees participating in the Plan, respectively. The Plan was 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 each participants name in the Dell Inc. 401(k) Plan (the Dell Plan). In addition, terminated participants with a balance in the Plan after December 31, 2007 were not able to take a distribution from the Plan until the plan assets were transferred to the Dell Plan. All participants in the Plan became 100% vested in their account balance on the date the Plan was frozen. | ||
The $27,055 of Employer contributions represents contributions required to correct operational errors under the Employee Plans Compliance Resolution System. | ||
Plan Merger | ||
Effective July 8, 2008, the Plan merged into the Dell Plan and the Plans net assets, totaling $29,906,582, were transferred to the Dell Plan. | ||
Participant Contributions | ||
Contributions were made to the Plan by the Employer on behalf of each eligible participant based upon each participants elected compensation deferral through payroll deductions. The deferrals were funded by the Employer at the end of each payroll period. Eligible participants were able to elect to contribute up to 25% of their eligible compensation, in whole percentages, to the Plan up to the statutory limit of $15,500 for 2008 and 2007, as permitted by the Internal Revenue Code of 1986 as amended (IRC). Highly compensated employees, as defined by the IRC, may have been subject to more restrictive maximum annual contribution limits if the Plan failed to satisfy certain testing criteria set forth in the IRC. For the 2008 and 2007 plan years, participants age 50 or over were able to contribute an additional $5,000 over the base statutory limit in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001. | ||
The Plan also permitted employees to rollover balances from other qualified plans. | ||
Employer Contributions | ||
Prior to December 31, 2007, the Employer had elected to match 50% of each dollar contributed by participants up to 6% of each participants eligible compensation. The Employers matching contributions were made at the end of each payroll period. The Employer may have also elected to make discretionary contributions. Discretionary contributions were 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 period from January 1, 2008 to July 8, 2008. Employer contributions were invested in the individual funds according to the current |
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investment allocations of each participant. Neither participant contributions, nor Employer matching or discretionary contributions were required to be invested in the Dell Stock Fund. | ||
Participant Accounts | ||
Each participants account was 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) calculated earnings and allocated gains and losses to each participants account. The benefit to which a participant was entitled was limited to each participants vested account balance. | ||
Vesting | ||
Participants were immediately vested in their contributions and earnings. Employer contributions were vested 20% for each year of service and became fully vested after five years of service. Participants earned a year of service if the participant was 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 could be used to restore amounts previously forfeited by participants qualified for such restoration upon re-employment. Forfeitures could also be used to satisfy plan administrative expenses or to reduce future employer contributions. Unallocated forfeited non-vested accounts were $0 and $97,749 at July 8, 2008 and December 31, 2007, respectively. During 2008, $107,402 was included in the transfer to the Dell Plan, and forfeited account balances of $68,293 were used to reduce 2007 Plan Year employer contributions. | ||
Benefit Payments | ||
Participants were 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 could defer benefit payments until reaching the age of 65, provided his or her account balance was 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 could elect either a direct rollover to an individual retirement account, 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 of less than $1,000 made on or after March 28, 2005, the plan administrator could 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 could 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 were held in trust by the Plan Trustee. The Plans third party recordkeeper was The 401(k) Company. Substantially all administrative expenses of the Plan were paid by the Employer. Loan origination fees, loan maintenance fees, and distribution fees were paid by participants through deductions from applicable participants account balances. |
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Participant Loans | ||
Participants could 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 was charged a reasonable rate of interest as determined by current market rates and a one-time fee of $50. Further, there was a monthly maintenance fee of $2 charged for each month the participant had an outstanding loan balance. Loan balances were repaid by direct payroll deduction, and the repayment period could not exceed five years. Repayments were reinvested in the individual funds according to the current investment elections of the participant. If the participant was terminated or, when the Plan terminated, the loan was required to be repaid or the outstanding balance was considered in default and reported as a distribution. Participant loans outstanding under the Plan as of July 8, 2008 were 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. Prior to the transfer as part of the merger on July 8, 2008, loans in the Plan bore interest at rates ranging between 6.27% and 9.13% and were due at various dates through January 4, 2013. | ||
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 became eligible to participate in the Dell Plan effective January 1, 2008. | ||
2. | Summary of Significant Accounting Policies | |
Basis of Presentation | ||
The financial statements of the Plan were 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 required management to make certain estimates and assumptions. These assumptions could 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 provided for various investments in common stock, short-term investments, mutual funds, common/collective trusts, and other investments. Investment securities were exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it was at least reasonably possible that changes in the near term could have materially affected participants account balances and the amounts reported in the statement of net assets available for benefits. |
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Investment Valuation and Investment Income | ||
All investments, with the exception of the interest in common/collective trust, were initially recorded at acquisition cost on a trade-date basis, which included brokerage commissions and were revalued each business day to fair value based upon quoted market prices. Investments in units of common/collective trusts were valued at the respective net asset values as reported by such trusts. Participant loans were valued at estimated fair value consisting of outstanding principal and any related interest. | ||
As provided by Financial Accounting Standards Board Staff Position AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, investment contracts held by a defined-contribution plan are to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts. | ||
The Plan presented in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consisted of realized gains and losses and the unrealized appreciation (depreciation) on those investments. | ||
Interest was recorded on the accrual basis. Dividends were recorded on the ex-dividend date. Purchases and sales were recorded on a trade date basis. | ||
Contributions | ||
Employee and Employer contributions were recorded in the period the Employer made the payroll deduction or upon approval by the Employer for discretionary contributions, if any. | ||
Benefits Paid to Participants | ||
Plan distributions were recorded when paid. | ||
New Accounting Pronouncement | ||
On January 1, 2008, the Company adopted the effective portions of Statement of Financial Accounting Standard No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value, and enhances disclosure requirements for fair value measurements. This statement does not require any new fair value measurements. 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. Quoted market prices are used to determine the fair value of all investments. The adoption of this Statement did not have a material impact on the financial statements of the Plan. |
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3. | Investments | |
The following table presents the investments of the Plan at December 31, 2007: |
2007 | ||||
Common stock |
||||
Dell Inc. |
$ | 3,067,279 | * | |
Total common stock |
3,067,279 | |||
Registered investment funds |
||||
Davis New York Venture Fund |
5,404,570 | * | ||
Growth Fund of America |
4,873,261 | * | ||
EuroPacific Growth Fund |
3,759,722 | * | ||
Franklin Balance Sheet Investment Fund |
2,820,306 | * | ||
Bond Fund of America |
2,645,173 | * | ||
Franklin Small Mid Cap Growth Fund |
2,176,023 | * | ||
Templeton Developing Markets Trust |
2,078,575 | * | ||
Laudus Rosenberg International Small Cap Growth
Fund |
1,792,982 | * | ||
Franklin Real Estate Securities Fund |
1,107,548 | |||
Total registered investment funds |
26,658,160 | |||
Common/collective trust |
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INVESCO Stable Value Trust |
2,233,535 | * | ||
Participant loans receivable |
703,668 | |||
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 | ||
* | Represents investments of the Plan which comprise 5% or more of net assets available for benefits. |
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During 2008, the Plans investments (including investments purchased, sold, and held during the year) depreciated in fair market value as follows: |
2008 | ||||
Common stock |
$ | (77,411 | ) | |
Registered investment funds |
(3,097,682 | ) | ||
Net depreciation in fair value of investments |
$ | (3,175,093 | ) | |
At July 8, 2008, the Plan owned no shares of Dell Inc. common stock. At December 31, 2007, the Plan owned approximately 125,000 shares of Dell Inc. common stock, which represented approximately 9% of the Plans investments. | ||
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 was designed in compliance with Section 401(a) of the IRC. The Plan was amended since receiving the determination letter. However, the plan administrator believed that the Plan was designed and being operated in compliance with the applicable requirements of the IRC. The plan administrator believed that the related trust was 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 was authorized under contract provisions and by ERISA regulations to invest in Dell securities. During the period from January 1, 2008 to July 8, 2008, the Plan sold 121,840 shares of Dell Inc. common stock for $2,925,378. |
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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 July 8, 2008 and December 31, 2007: |
2008 | 2007 | |||||||
Net assets available
for benefits per the
financial statements |
$ | | $ | 33,957,288 | ||||
Less: adjustment from
contract value to fair
value |
| 15,677 | ||||||
Net assets per Form 5500 |
$ | | $ | 33,941,611 | ||||
The following is a reconciliation of the Plans decrease in net assets available for benefits reported in the Plan financial statements for the period from January 1, 2008 to July 8, 2008 to the Plans decrease in net assets available for benefits reported in the Plans Form 5500: |
Decrease in net assets available for benefits per financial statements |
$ | (33,957,288 | ) | |
Add: reversal of prior year adjustment from contract value to fair value
for fully benefit responsive investment contract |
15,677 | |||
Decrease in net assets available for benefits per Form 5500 |
$ | (33,941,611 | ) | |
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Dell Financial Services 401(k) Plan |
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By: | Benefits Administration Committee of the Dell Financial Services 401(k) Plan | |||
Date: December 11, 2008 | /s/ William Balog | |||
William Balog On behalf of the Benefits Administration Committee |
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