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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, 2012

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

 

 

 

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DELL INC. 401(k) PLAN

TABLE OF CONTENTS

 

 

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2012			3
Notes to Financial Statements			4
SUPPLEMENTAL SCHEDULE —
Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2012			14
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.

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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 statements 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, 2012 and 2011 and the changes in net assets available for benefits for the year ended December 31, 2012 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, 2012 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.

/s/ PricewaterhouseCoopers LLP

Austin, Texas

June 21, 2013

 

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DELL INC. 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2012 AND 2011

 

 

(in thousands)		2012				2011
ASSETS:
Investments:
Mutual funds		$	1,627,989			$	1,533,158
Separately managed funds			1,315,758				981,659
Dell Stock Fund			59,210				122,732
Common collective trust funds			489,538				332,676
Total investments			3,492,495				2,970,225
Receivables:
Notes receivable from participants			84,543				79,617
Employer contributions			15,919				14,486
Interest and dividend income			1,800				1,598
Due from broker — unsettled trades			770				317
Total receivables			103,032				96,018
Total assets			3,595,527				3,066,243
LIABILITIES:
Administrative expenses payable			2,130				2,786
Due to broker — unsettled trades			3,736				62
Total liabilities			5,866				2,848
NET ASSETS AVAILABLE FOR BENEFITS		$	3,589,661			$	3,063,395

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

 

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DELL INC. 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2012

 

 

(in thousands)
ADDITIONS:
Contributions:
Employer		$	173,874
Employee			275,478
Employee rollovers			30,621
Total contributions			479,973
Investment income:
Interest and dividends			55,887
Net appreciation in fair value of investments			338,254
Total investment income			394,141
Interest income on notes receivable from participants			3,403
Total additions			877,517
DEDUCTIONS:
Benefits paid to participants			345,759
Administrative expenses			5,492
Total deductions			351,251
INCREASE IN NET ASSETS			526,266
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year			3,063,395
End of year		$	3,589,661

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

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

 

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”).

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 $17,000 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. Participants may also 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 may invest in the Dell Stock Fund and Acadian Emerging Market Equity Fund investment options.

Employer Contributions — For 2012, 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, 2012. All of the Company’s contributions are invested at the participant’s discretion among the fund elections. Neither participant nor Company matching or discretionary contributions, if any, are required to be invested in the Dell Stock Fund.

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.

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

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.

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 participants may be used by the Company to satisfy Plan administrative expenses or to reduce future Company contributions. During 2012, there were no forfeitures used to reduce Company contributions. There was approximately $716,000 in unallocated forfeited participant accounts at December 31, 2012. This forfeiture amount was a result of re-calculating the match true-up contributions during 2012, and will be used to reduce employer contributions. There were no unallocated forfeited participant accounts at December 31, 2011.

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 Expenses — Plan assets are held in trust by the Plan Trustee. The Plan’s third-party recordkeeper is Aon Hewitt. Effective January 1, 2012, administrative expenses are paid by the Plan and participant accounts are allocated fees on a per capita basis, except for expenses related to distributions and other participant-initiated transactions, which are charged to the account of the participant.

Investments — All investments are participant directed. The participants invest in all investments on a unitized basis. The Plan is invested in mutual funds, common collective trust funds, separately managed funds, and the Dell Stock Fund.

The following investments represent separately managed funds which are comprised of investments in mutual funds and common stocks: Dell Inc. Short Duration Bond Fund, Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund, Dell Inc. 401(k) Dodge & Cox Balanced Fund and Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund. Effective September 2012, upon the liquidation of the Plan’s investment in the American Growth Fund, the Dell Inc. 401(k) Large Cap Growth Fund was established. It is a separately managed fund that is comprised of two underlying separately managed funds and a mutual fund. The Plan’s separately managed funds represent a portion of the Plan’s core funds.

In addition to the core funds, participants may elect to contribute to a mix of the Plan’s separately managed funds, common collective trust funds, and mutual funds, based on target retirement dates. These investment options are called Pre-Mixed Portfolios. The Pre-Mixed Portfolios provide for diversification of investments based on the participants’ expected retirement dates.

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

Participants are not permitted to make an elective transfer that will increase their position in the Dell Stock Fund or the Acadian Emerging Market Equity Fund above 20% of their total account balance. Effective October 19, 2012, the Plan was amended to require that if a participant’s holdings in the Dell Stock Fund exceeded 20% of the participant’s total account balance, the Employer would sell shares of the Dell Stock Fund to reduce the participant’s holdings to less than 20% of the total account balance. Proceeds from the sale were allocated to a pre-mixed portfolio based on the participant’s expected retirement date.

Notes Receivable from Participants — Participants may withdraw as loans 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. The loan repayment period may not 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 may not exceed 20 years. At December 31, 2012, loans bore interest at rates ranging between 3.25% and 10.50% and are due at various dates through December 27, 2032.

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 any 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, and separately managed funds. 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.

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.

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

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, also called mutual funds, are valued at their net asset value and can be market corroborated. The mutual funds held by the Plan are actively traded; however, participants do not directly own the shares of the funds, but own an interest in the funds and therefore participant transactions are on a unitized basis, as noted below.

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 net asset value (NAV), as provided by the Plan Trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily.

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 for participant balances and activity 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.

Payment of Benefits — Benefits are recorded when paid. There were approximately $557,000 in 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, 2012. There were no benefits payable as of December 31, 2011.

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 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. The Plan adopted these disclosure requirements as of the beginning of the calendar year ended December 31, 2012, and its adoption did not have any effect on the Plan’s statement of net assets available for benefits and statement of changes in net assets available for benefits.

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

3.	FAIR VALUE MEASUREMENTS

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities based on the lowest level of significant unobservable inputs.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

The Plan’s policy is to recognize significant transfers between levels at the Plan’s year-end.

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

The tables on the following pages 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, 2012 and 2011:

 

		December 31, 2012
		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		$	16,222			$	—			$	—			$	16,222
Domestic fixed income funds			—				622,840				—				622,840
Domestic equity funds			—				301,989				—				301,989
International equity funds			—				686,938				—				686,938
Total mutual funds			16,222				1,611,767				—				1,627,989
Separately managed funds:
Mutual funds:
Domestic equity fund			—				111,150				—				111,150
Fixed income funds			—				303,881				—				303,881
Short-term investment funds			19,025				—				—				19,025
Total mutual funds			19,025				415,031				—				434,056
Common stock:
Consumer discretionary			132,507				—				—				132,507
Energy			54,031				—				—				54,031
Financial services			159,809				—				—				159,809
Health care			136,816				—				—				136,816
Materials & processing			36,957				—				—				36,957
Producer durables			104,226				—				—				104,226
Technology			227,818				—				—				227,818
Other			29,538				—				—				29,538
Total common stock			881,702				—				—				881,702
Total separately managed funds			900,727				415,031				—				1,315,758
Common collective trust funds:
Domestic equity fund			—				396,654				—				396,654
Balanced fund			—				92,884				—				92,884
Total common collective trust funds			—				489,538				—				489,538
Dell Stock Fund			59,210				—				—				59,210
Total assets measured at fair value		$	976,159			$	2,516,336			$	—			$	3,492,495

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

		December 31, 2011
		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		$	13,303			$	—			$	—			$	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

The valuation methods described on the following page 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.

For the years ended December 31, 2012 and 2011, there were no significant transfers in or out of Level 1, 2 or 3.

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

On the following page is a description of the valuation methodologies, redemption, and other restrictions for the Plan’s investments at December 31, 2012 and 2011:

 

There were no unfunded commitments or other redemption restrictions on the Plan’s investments in these funds at December 31, 2012 or 2011.

 

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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, 2012 and 2011:

 

		2012				2011
		(in thousands)
Mutual funds:
Neuberger Berman Genesis Fund		$	218,832			$	249,669
American Euro Pacific Growth Fund			370,129				322,425
PIMCO Total Return Fund			375,558				353,929
American Growth Fund			—	*			266,670
Separately managed funds:
Dell Inc. Short Duration Bond Fund			207,935				256,806
Dell Inc. 401(k) Dodge & Cox Balanced Fund			295,782				259,985
Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund			315,368				264,142
Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund			220,166				200,726
Dell Inc. 401(k) Large Cap Growth Fund			276,507				—	*
Common collective trust fund -
BlackRock Equity Index Fund			396,654				306,602

 

*	Amount is less than 5% as of December 31 but is presented for comparative purposes

At December 31, 2012 and 2011, the Plan held 5,844,998 and 8,389,048 shares, respectively, of the Dell Stock Fund, valued at approximately $59,210,000 and $122,732,000, respectively. This represented approximately 2% and 4%, respectively, of the Plan’s investments at December 31, 2012 and 2011.

The changes in fair value during 2012 for the Plan’s investments (including investments purchased, sold, and held during the year) are as follows:

 

		2012
		(in thousands)
Mutual funds		$	179,558
Separately managed funds:
Common stocks			135,425
Mutual funds			2,707
Dell Stock Fund			(33,858	)
Common collective trust funds			54,422
Total net appreciation in fair value of investments		$	338,254

 

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DELL INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

 

 

5.	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, 2012 and 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 in progress for any tax periods. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2009.

 

6.	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 2012, the Plan made purchases of approximately $8,115,000 and sales of approximately $24,552,000 of the Company’s common stock. During the year ended December 31, 2012, the Plan recorded dividend income on the Company’s common stock of approximately $1,069,000.

The Plan is a claimant in a class action matter with the Company that was settled during 2010. The Plan hired an independent fiduciary to approve the calculations that were performed to determine how many shares of Company common stock were held by the Plan at the measurement date. The number of shares determined the settlement amount that the Plan received. Proceeds from the settlement of approximately $579,000 were received and distributed in 2013.

 

7.	SUBSEQUENT EVENTS

Effective January 1, 2013, the Plan changed its recordkeeper and trustee to Fidelity Management Trust Company. Also effective January 1, 2013, the Plan was amended and restated.

On February 5, 2013, Dell announced that it had signed a definitive agreement and plan of merger pursuant to which it will be acquired in a merger by Denali Holding Inc., a Delaware corporation owned by Michael S. Dell, the Chairman, Chief Executive Officer and founder of Dell, and investment funds affiliated with Silver Lake Partners, a global private equity firm. At the effective time of the merger, each share of Dell’s common stock issued and outstanding immediately before the effective time, other than certain excluded shares, will be converted into the right to receive $13.65 in cash, without interest. Subject to the satisfaction or permitted waiver of closing conditions set forth in the merger agreement, the merger is expected to be consummated before the end of the third quarter of the Company’s fiscal year ending January 31, 2014. The terms of the merger agreement did not impact the Plan’s financial statements as of and for the year ended December 31, 2012. Plan management is in the process of determining the impact, if any, to the Plan or Plan participants.

* * * * * *

 

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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, 2012

(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			5,845					$	59,210
Mutual Funds:
Dreyfus Gov’t Cash Mgmt Fund		Registered Investment Fund			16,222					$	16,222
Vanguard Total Bond Market Index		Registered Investment Fund			10,426						117,182
Vanguard Extended Market Index		Registered Investment Fund			7,390						83,157
Vanguard All World EX US Index		Registered Investment Fund			11,032						111,453
Acadian Emerging Market Equity Fund		Registered Investment Fund			7,370						72,729
Vanguard Prime Money Market Fund		Registered Investment Fund			12,992						130,100
Neuberger Berman Genesis Fund		Registered Investment Fund			4,123						218,832
American Euro Pacific Growth Fund		Registered Investment Fund			8,503						370,129
Dodge & Cox International Stock Fund		Registered Investment Fund			3,601						132,627
PIMCO Total Return Fund		Registered Investment Fund			27,792						375,558
Total Mutual Funds										$	1,627,989
Separately Managed Funds:
Dell Inc. Short Duration Bond Fund —
Goldman Sachs Short Duration		Registered Investment Fund			9,926					$	101,543
PIMCO Low Duration		Registered Investment Fund			10,123						106,392
Total Dell Inc. Short Duration Bond Fund										$	207,935
Dell Inc. 401(k) Dodge & Cox Balanced Fund —
DREYFUS GOV’T CASH MGMT FUND		Registered Investment Fund			2,913					$	2,913
DODGE & COX INCOME FUND		Registered Investment Fund			6,923						95,946
ADOBE SYSTEMS INC		Common Stock			68						2,566
ADT CORP		Common Stock			16						743
AEGON NV		Common Stock			262						1,686
AMDOCS LTD COM		Common Stock			30						1,009
AOL INC		Common Stock			28						839
BAKER HUGHES INC		Common Stock			78						3,190
BANK OF AMERICA CORP		Common Stock			350						4,054
*   BANK OF NEW YORK MELLON CORP		Common Stock			173						4,433
BB&T CORP		Common Stock			58						1,691
BMC SOFTWARE INC		Common Stock			34						1,348
BOSTON SCIENTIFIC CORP		Common Stock			309						1,772
CADENCE DESIGN SYSTEMS INC		Common Stock			64						861
CAPITAL ONE FINANCIAL CORP		Common Stock			134						7,734
CARMAX INC		Common Stock			32						1,198
CELANESE CORP		Common Stock			49						2,182
CHARLES SCHWAB CORP		Common Stock			282						4,042
CHEVRON CORP		Common Stock			17						1,881
CIGNA CORPORATION COM		Common Stock			18						968
COMCAST CORP		Common Stock			208						7,786
COMPUTER SCIENCES CORP		Common Stock			47						1,890
COMPUWARE CORP COM		Common Stock			63						689
CORNING INC		Common Stock			98						1,237
CREDIT SUISSE GROUP AG		Common Stock			7						180
*   DELL INC		Common Stock			73						743
DISH NETWORK		Common Stock			38						1,383
Subtotal										$	154,964
											(Continued	)

 

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Table of Contents

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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description		Number of shares				(d) Cost**		(e) Current Value
DOMTAR CORP		Common Stock			1					$	71
DOW CHEMICAL CO		Common Stock			90						2,915
EBAY INC		Common Stock			53						2,714
FEDEX CORP		Common Stock			53						4,815
GENERAL ELECTRIC CO.		Common Stock			310						6,507
GENWORTH FINANCIAL INC		Common Stock			93						698
GLAXOSMITHKLINE PLC ADR		Common Stock			130						5,651
GOLDMAN SACHS GROUP INC		Common Stock			34						4,337
GOOGLE INC		Common Stock			3						1,915
HSBC HOLDINGS PLC ADR		Common Stock			27						1,407
HEWLETT-PACKARD CO		Common Stock			339						4,824
JPMORGAN CHASE & CO		Common Stock			41						1,781
KONINKLIJKE PHILIPS ELECTRONIC		Common Stock			61						1,606
LEGG MASON INC		Common Stock			7						172
LIBERTY GLOBAL INC		Common Stock			7						428
LIBERTY GLOBAL INC		Common Stock			7						412
LIBERTY INTERACTIVE CORP		Common Stock			100						1,968
MAXIM INTEGRATED PRODUCTS INC		Common Stock			55						1,611
MCGRAW-HILL COS INC		Common Stock			27						1,449
MEDTRONIC INC		Common Stock			31						1,272
MERCK & CO INC		Common Stock			170						6,939
METLIFE		Common Stock			49						1,614
MICROSOFT CORP		Common Stock			191						5,097
MOLEX INC CLASS’A’N.VTG		Common Stock			8						205
MOLEX INC		Common Stock			44						982
NETAPP INC		Common Stock			73						2,449
NEWS CORP		Common Stock			180						4,584
NOKIA OYJ ADR		Common Stock			294						1,161
NOVARTIS AG ADR		Common Stock			95						6,014
NVR INC		Common Stock			1						460
OCCIDENTAL PETROLEUM CORP		Common Stock			46						3,524
PANASONIC CORP ADR		Common Stock			126						763
PENNEY JC CO INC		Common Stock			56						1,094
PFIZER INC		Common Stock			209						5,234
PITNEY BOWES INC		Common Stock			5						54
SANOFI ADR		Common Stock			135						6,398
SCHLUMBERGER LTD		Common Stock			64						4,400
SONY CORP ADR		Common Stock			31						343
SPRINT NEXTEL CORP		Common Stock			995						5,642
SUNTRUST BANKS INC		Common Stock			55						1,568
SYMANTEC CORP		Common Stock			170						3,198
SYNOPSYS INC		Common Stock			50						1,598
TE CONNECTIVITY LTD		Common Stock			68						2,534
TIME WARNER CABLE INC		Common Stock			40						3,891
TIME WARNER INC		Common Stock			124						5,913
TYCO INTERNATIONAL LTD		Common Stock			30						880
UNILEVER PLC		Common Stock			35						1,355
VODAFONE GROUP PLC ADR		Common Stock			77						1,935
VULCAN MATERIALS CO		Common Stock			38						1,978
WAL-MART STORES INC		Common Stock			42						2,893
WELLS FARGO & CO		Common Stock			215						7,344
XEROX CORP		Common Stock			326						2,221
Total Dell Inc. 401(k) Dodge & Cox Balanced Fund										$	295,782

(Continued)

 

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Table of Contents

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, 2012

(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			4,429					$	4,429
ADOBE SYSTEMS INC		Common Stock			106						3,987
ADT CORP		Common Stock			24						1,095
AEGON NV		Common Stock			426						2,745
AMDOCS LTD COM		Common Stock			47						1,580
AOL INC		Common Stock			44						1,315
BAKER HUGHES INC		Common Stock			122						4,982
BANK OF AMERICA CORP		Common Stock			571						6,624
*   BANK OF NEW YORK MELLON CORP		Common Stock			271						6,965
BB&T CORP		Common Stock			89						2,585
BMC SOFTWARE INC		Common Stock			51						2,023
BOSTON SCIENTIFIC CORP		Common Stock			502						2,877
CADENCE DESIGN SYSTEMS INC		Common Stock			93						1,250
CAPITAL ONE FINANCIAL CORP		Common Stock			215						12,455
CARMAX INC		Common Stock			46						1,723
CELANESE CORP		Common Stock			76						3,402
CHARLES SCHWAB CORP		Common Stock			437						6,268
CHEVRON CORP		Common Stock			28						3,026
CIGNA CORPORATION COM		Common Stock			29						1,524
COMCAST CORP		Common Stock			334						12,477
COMPUTER SCIENCES CORP		Common Stock			72						2,888
COMPUWARE CORP		Common Stock			101						1,099
CORNING INC		Common Stock			153						1,931
CREDIT SUISSE GROUP ADR		Common Stock			18						432
*   DELL INC		Common Stock			115						1,163
DISH NETWORK CORP		Common Stock			57						2,064
DOMTAR CORP		Common Stock			4						317
DOW CHEMICAL CO		Common Stock			142						4,589
EBAY INC		Common Stock			85						4,352
FEDEX CORP		Common Stock			80						7,338
GENERAL ELECTRIC CO.		Common Stock			490						10,285
GENWORTH FINANCIAL INC		Common Stock			160						1,202
GLAXOSMITHKLINE ADR		Common Stock			205						8,911
GOLDMAN SACHS GROUP INC		Common Stock			57						7,233
GOOGLE INC		Common Stock			4						3,050
HEWLETT-PACKARD CO		Common Stock			525						7,476
HSBC HLDGS ADR		Common Stock			42						2,226
JPMORGAN CHASE & CO		Common Stock			64						2,814
KONINKLIJKE PHILIPS ELECTRONIC		Common Stock			95						2,521
LEGG MASON INC		Common Stock			10						260
LIBERTY GLOBAL INC SERIES C		Common Stock			8						498
LIBERTY GLOBAL INC SERIES A		Common Stock			8						494
LIBERTY INTERACTIVE CORP		Common Stock			155						3,050
MAXIM INTEGRATED PRODUCTS INC		Common Stock			88						2,596
MCGRAW-HILL COS INC		Common Stock			37						2,028
MEDTRONIC INC		Common Stock			47						1,916
METLIFE INC		Common Stock			77						2,520
MERCK & CO INC		Common Stock			265						10,849
MICROSOFT CORP		Common Stock			300						8,024
MOLEX INC		Common Stock			76						1,696
NETAPP INC		Common Stock			113						3,791
Subtotal										$	192,945
											(Continued	)

 

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Table of Contents

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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description		Number of shares				(d) Cost**		(e) Current Value
NEWS CORP		Common Stock			284					$	7,248
NOKIA OYJ ADR		Common Stock			462						1,825
NOVARTIS AG ADR		Common Stock			151						9,558
NVR INC		Common Stock			1						644
OCCIDENTAL PETROLEUM CORP		Common Stock			72						5,524
PANASONIC CORP ADR		Common Stock			209						1,269
PENNEY JC CO INC		Common Stock			88						1,736
PFIZER INC		Common Stock			332						8,324
PITNEY BOWES INC		Common Stock			10						108
SANOFI ADR		Common Stock			215						10,201
SCHLUMBERGER LTD		Common Stock			99						6,825
SONY CORP ADR		Common Stock			54						601
SPRINT NEXTEL CORP		Common Stock			1,570						8,902
SUNTRUST BANKS INC		Common Stock			86						2,438
SYMANTEC CORP		Common Stock			270						5,084
SYNOPSYS INC		Common Stock			84						2,684
TE CONNECTIVITY LTD		Common Stock			107						3,953
TIME WARNER CABLE INC		Common Stock			67						6,510
TIME WARNER INC		Common Stock			198						9,458
TYCO INTERNATIONAL LTD		Common Stock			47						1,378
UNILEVER PLC ADR		Common Stock			53						2,068
VODAFONE GROUP PLC ADR		Common Stock			123						3,096
VULCAN MATERIALS CO		Common Stock			59						3,068
WAL-MART STORES INC		Common Stock			69						4,687
WELLS FARGO & CO		Common Stock			344						11,772
XEROX CORP		Common Stock			508						3,462
Total Dell Inc. 401(k) Dodge & Cox Large Cap Value Fund										$	315,368
Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund —
DREYFUS GOV’T CASH MGMT FUND		Registered Investment Fund			9,784					$	9,784
ADTRAN INC		Common Stock			61						1,182
ADVISORY BOARD CO		Common Stock			39						1,801
AERCAP HOLDINGS N.V.		Common Stock			164						2,249
ALIGN TECHNOLOGY INC		Common Stock			48						1,318
ALLEGIANT TRAVEL CO		Common Stock			30						2,224
ALLIANCE DATA SYSTEMS CORP		Common Stock			29						4,256
AMDOCS LTD COM		Common Stock			67						2,260
ANNIE’S INC.		Common Stock			40						1,351
APOLLO GLOBAL MANAGEMENT LLC		Common Stock			142						2,465
ARIAD PHARMACEUTICALS		Common Stock			49						932
BALLY TECHNOLOGIES INC		Common Stock			44						1,958
BERKLEY WR, CO		Common Stock			31						1,151
BIO-RAD LABORATORIES INC		Common Stock			10						1,093
BROOKDALE SENIOR LIVING INC		Common Stock			70						1,772
CLARCOR INC		Common Stock			49						2,322
CLEAN HARBORS INC		Common Stock			80						4,384
COMMVAULT SYSTEMS INC		Common Stock			24						1,673
CORPORATE EXECUTIVE BOARD CO		Common Stock			77						3,654
COSTAR GROUP INC		Common Stock			38						3,396
DAVITA HEALTHCARE PARTNERS INC		Common Stock			27						2,929
DENBURY RESOURCES INC		Common Stock			108						1,756
Subtotal										$	55,910
											(Continued	)

 

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Table of Contents

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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description		Number of Shares				(d) Cost**		(e) Current Value
DRIL-QUIP INC		Common Stock			20					$	1,461
DUNKIN’ BRANDS GROUP INC		Common Stock			53						1,749
FLEETCOR TECHNOLOGIES INC		Common Stock			58						3,112
FORUM ENERGY TECHNOLOGIES INC		Common Stock			49						1,213
GARDNER DENVER INC		Common Stock			24						1,630
GENESEE & WYOMING INC		Common Stock			58						4,413
GLOBAL PAYMENTS INC		Common Stock			49						2,220
GNC HOLDINGS INC		Common Stock			67						2,233
GRACO INC		Common Stock			37						1,905
GRAND CANYON EDUCATION INC		Common Stock			75						1,760
HAEMONETICS CORP		Common Stock			51						2,083
HANESBRANDS INC		Common Stock			62						2,221
HEARTWARE INTERNATIONAL INC		Common Stock			1						92
HENRY JACK & ASSOCIATES INC		Common Stock			103						4,036
HERBALIFE LTD		Common Stock			35						1,143
HMS HOLDINGS CORP		Common Stock			82						2,125
HOMEAWAY INC		Common Stock			98						2,149
HURON CONSULTING GROUP INC		Common Stock			48						1,617
IHS INC		Common Stock			21						1,978
INFORMATICA CORP		Common Stock			76						2,289
JARDEN CORP		Common Stock			48						2,471
JONES LANG LASALLE INC		Common Stock			23						1,905
JOS A BANK CLOTHIERS INC		Common Stock			42						1,788
LAREDO PETROLEUM HOLDINGS INC		Common Stock			64						1,162
MAGELLAN HEALTH SERVICES INC		Common Stock			33						1,597
MANITOWOC CO INC		Common Stock			92						1,446
MEDNAX INC		Common Stock			32						2,545
MICROS SYSTEMS INC		Common Stock			57						2,406
MICROSEMI CORP		Common Stock			107						2,251
MRC GLOBAL INC		Common Stock			92						2,556
NASDAQ OMX GROUP INC		Common Stock			139						3,479
NEUSTAR INC		Common Stock			54						2,264
NICE SYSTEMS LTD ADR		Common Stock			70						2,344
OCEANEERING INTERNATIONAL INC		Common Stock			25						1,356
OCH-ZIFF CAPITAL MANAGEMENT GR		Common Stock			246						2,337
OIL STATES INTERNATIONAL INC		Common Stock			22						1,574
ONYX PHARMACEUTICALS INC		Common Stock			18						1,337
ORBITAL SCIENCES CORP		Common Stock			105						1,446
PROASSURANCE CORP		Common Stock			62						2,616
QLIK TECHNOLOGIES INC		Common Stock			123						2,672
REGAL-BELOIT CORP		Common Stock			31						2,185
RENAISSANCE RE HOLDINGS LTD		Common Stock			52						4,226
REXNORD HOLDINGS INC		Common Stock			90						1,921
ROBERT HALF INTERNATIONAL INC		Common Stock			88						2,784
ROWAN COS PLC		Common Stock			58						1,807
RPM INTERNATIONAL INC		Common Stock			132						3,876
SBA COMMUNICATIONS CORP		Common Stock			97						6,889
SALIX PHARMACEUTICALS LTD		Common Stock			42						1,692
SALLY BEAUTY HOLDINGS INC		Common Stock			101						2,381
SEMTECH CORP		Common Stock			77						2,226
SIRONA DENTAL SYSTEMS INC		Common Stock			32						2,030
SOLARWINDS INC		Common Stock			41						2,135
SOLERA HOLDINGS INC		Common Stock			84						4,465
Subtotal										$	177,508
											(Continued	)

 

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Table of Contents

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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description		Number of Shares				(d) Cost**		(e) Current Value
TCF FINANCIAL CORP		Common Stock			74					$	900
TEAM HEALTH HOLDINGS INC		Common Stock			87						2,503
TERADYNE INC		Common Stock			72						1,216
TRANSDIGM GROUP INC		Common Stock			22						2,973
TRIMBLE NAVIGATION LTD		Common Stock			29						1,734
ULTIMATE SOFTWARE GROUP INC		Common Stock			29						2,729
UNITED NATURAL FOODS INC		Common Stock			45						2,395
UTI WORLDWIDE INC		Common Stock			135						1,809
VANGUARD HEALTH SYSTEMS INC		Common Stock			76						929
VANTIV INC		Common Stock			87						1,773
VOLCANO CORP		Common Stock			52						1,228
WABCO HOLDINGS INC		Common Stock			42						2,738
WATSCO INC		Common Stock			21						1,535
WESCO INTERNATIONAL INC		Common Stock			42						2,832
WEX INC		Common Stock			59						4,409
WHITEWAVE FOODS CO		Common Stock			94						1,453
WHITING PETROLEUM CORP		Common Stock			46						1,973
WILEY(JOHN)& SONS INC		Common Stock			44						1,717
WNS HOLDINGS LTD ADR		Common Stock			157						1,635
WOODWARD INC		Common Stock			59						2,238
ZIONS BANCORPORATION		Common Stock			91						1,939
Total Dell Inc. 401(k) Times Square Small/Mid Cap Growth Fund										$	220,166
Dell Inc. 401(k) Large Cap Growth Fund —
Eaton Vance Large-Cap Growth:		Separately Managed Account
DREYFUS GOV’T CASH MGMT FUND		Registered Investment Fund			1,503					$	1,503
ABBOTT LABORATORIES		Common Stock			17						1,126
AGILENT TECHNOLOGIES INC		Common Stock			27						1,100
ALLERGAN INC/UNITED STATES		Common Stock			18						1,684
AMAZON.COM INC		Common Stock			8						2,105
AMERICAN EXPRESS CO		Common Stock			24						1,395
APPLE INC		Common Stock			10						5,479
BED BATH & BEYOND INC		Common Stock			11						623
BOENING CO		Common Stock			19						1,405
BROADCOM CORP		Common Stock			42						1,400
CAMERON INTERNATIONAL CORP		Common Stock			20						1,112
CELGENE CORP		Common Stock			11						852
CIRRUS LOGIC INC		Common Stock			28						825
COCA-COLA CO		Common Stock			44						1,613
COLGATE-PALMOLIVE CO		Common Stock			11						1,145
COSTCO WHOLESALE CORP		Common Stock			8						761
COVIDIEN PLC		Common Stock			17						1,008
CVS CAREMARK CORP		Common Stock			11						516
CYPRESS SEMICONDUCTOR CORP		Common Stock			64						699
CYTEC INDUSTRIES INC		Common Stock			6						445
DEERE & CO		Common Stock			15						1,295
*   DELL INC		Common Stock			47						477
WALT DISNEY CO		Common Stock			25						1,256
EMC CORP/MA		Common Stock			73						1,842
EOG RESOURCES INC		Common Stock			8						928
EBAY INC		Common Stock			24						1,201
ECOLAB INC		Common Stock			17						1,237
EMERSON ELECTRIC CO		Common Stock			23						1,236
Subtotal										$	36,268
											(Continued	)

 

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Table of Contents

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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description		Number of Shares				(d) Cost**		(e) Current Value
FACEBOOK INC		Common Stock			41					$	1,104
FEDEX CORP		Common Stock			11						1,045
FIFTH THIRD BANCORP		Common Stock			49						751
FLUOR CORP		Common Stock			9						506
FORD MOTOR CO		Common Stock			71						923
GILEAD SCIENCES INC		Common Stock			27						2,013
GOOGLE INC		Common Stock			4						3,188
HOME DEPOT INC		Common Stock			15						934
INTEL CORP		Common Stock			34						691
INTERNATIONAL BUSINESS MACHINES		Common Stock			3						654
INTUIT INC		Common Stock			16						930
MARRIOTT INTERNATIONAL INC		Common Stock			23						852
MEAD JOHNSON NUTRITION CO		Common Stock			9						598
MICROSOFT CORP		Common Stock			86						2,309
MONDELEZ INTERNATIONAL INC		Common Stock			36						918
MONSANTO CO		Common Stock			15						1,446
NIKE INC		Common Stock			18						919
NUANCE COMMUNICATIONS INC		Common Stock			36						799
NXP SEMICONDUCTORS NV		Common Stock			35						929
ORACLE CORP		Common Stock			25						823
PEPSICO INC		Common Stock			14						943
PERRIGO CO		Common Stock			8						836
PRICELINE.COM INC		Common Stock			2						962
QUALCOMM INC		Common Stock			47						2,939
RANGE RESOURCES CORP		Common Stock			13						802
ROCHE HOLDING AG ADR		Common Stock			16						814
SALLY BEAUTY HOLDINGS INC		Common Stock			41						957
SCHLUMBERGER LTD		Common Stock			20						1,371
STARBUCKS CORP		Common Stock			25						1,349
STRYKER CORP		Common Stock			16						856
3M CO		Common Stock			12						1,085
UNION PACIFIC CORP		Common Stock			8						947
UNITED TECHNOLOGIES CORP		Common Stock			20						1,624
URBAN OUTFITTERS INC		Common Stock			33						1,309
VERTEX PHARMACEUTICALS INC		Common Stock			11						458
VIACOM INC		Common Stock			12						612
VISA INC		Common Stock			12						1,770
WAL-MART STORES INC		Common Stock			21						1,407
WALGREEN CO		Common Stock			28						1,038
WELLS FARGO & CO		Common Stock			37						1,254
		Subtotal Eaton Vance Large-Cap Growth								$	81,933
Primecap Odyssey Growth Fund:		Separately Managed Account
PRIMECAP ODYSSEY GROWTH FUND		Registered Company Investment			6,410					$	111,150
		Subtotal Primecap Odyssey Growth Fund								$	111,150
T. Rowe Price Institutional Large Cap Growth:		Separately Managed Account
DREYFUS GOVT CAS MGMT		Registered Company Investment			396					$	396
AKAMAI TECHNOLOGIES INC		Common Stock			14						569
ALEXION PHARMACEUTICALS INC		Common Stock			9						807
AMAZON.COM INC		Common Stock			14						3,390
APPLE INC		Common Stock			13						7,143
ATMEL CORP		Common Stock			92						603
BAIDU INC/CHINA ADR		Common Stock			10						953
Subtotal										$	13,861
											(Continued	)

 

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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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description				Number of Shares				(d) Cost**		(e) Current Value
BIOGEN IDEC INC			Common Stock				6					$	924
BOEING CO			Common Stock				25						1,907
BROADCOM CORP			Common Stock				32						1,063
CARNIVAL CORP			Common Stock				48						1,776
CATAMARAN CORP			Common Stock				14						660
CELGENE CORP			Common Stock				7						583
CHIPOTLE MEXICAN GRILL INC			Common Stock				3						833
CIMAREX ENERGY CO			Common Stock				16						941
COGNIZANT TECHNOLOGY SOLUTIONS			Common Stock				14						1,000
CROWN CASTLE INTERNATIONAL CORP			Common Stock				29						2,078
DR HORTON INC			Common Stock				31						611
DANAHER CORP			Common Stock				46						2,543
DOLLAR TREE INC			Common Stock				4						154
EMC CORP/MA			Common Stock				49						1,247
EOG RESOURCES INC			Common Stock				7						797
EBAY INC			Common Stock				26						1,342
ECOLAB INC			Common Stock				7						482
EDWARDS LIFESCIENCES CORP			Common Stock				12						1,109
EXPRESS SCRIPTS HOLDING CO			Common Stock				17						934
FACEBOOK INC			Common Stock				16						437
FASTENAL CO			Common Stock				28						1,307
FOSSIL INC			Common Stock				11						1,061
FRANKLIN RESOURCES INC			Common Stock				10						1,307
GILEAD SCIENCES INC			Common Stock				31						2,284
GOOGLE INC			Common Stock				6						4,114
HOME DEPOT INC			Common Stock				7						414
IHS INC			Common Stock				5						470
JUNIPER NETWORKS INC			Common Stock				101						1,987
LAS VEGAS SANDS CORP			Common Stock				30						1,399
LIBERTY GLOBAL INC			Common Stock				7						435
LINKEDIN CORP			Common Stock				4						494
LOWE’S COS INC			Common Stock				19						657
MASTERCARD INC			Common Stock				5						2,211
MCKESSON CORP			Common Stock				18						1,706
MICHAEL KORS HOLDINGS LTD			Common Stock				8						418
MONSTER BEVERAGE CORP			Common Stock				11						582
NETFLIX INC			Common Stock				5						427
NUANCE COMMUNICATIONS INC			Common Stock				18						408
PIONEER NATURAL RESOURCES CO			Common Stock				6						661
PRAXAIR INC			Common Stock				14						1,521
PRECISION CASTPARTS CORP			Common Stock				9						1,705
PRICELINE.COM INC			Common Stock				4						2,205
QUALCOMM INC			Common Stock				31						1,916
RACKSPACE HOSTING INC			Common Stock				6						423
RALPH LAUREN CORP			Common Stock				3						420
RANGE RESOURCES CORP			Common Stock				19						1,219
RED HAT INC			Common Stock				17						906
REGENERON PHARMACEUTICALS INC			Common Stock				2						308
SALESFORCE.COM INC			Common Stock				8						1,362
SANDISK CORP			Common Stock				30						1,285
SHERWIN-WILLIAMS CO			Common Stock				7						1,092
STARBUCKS CORP			Common Stock				26						1,399
STARWOOD HOTELS & RESORTS WORLDWIDE			Common Stock				21						1,216
Subtotal												$	74,601

(Continued)

 

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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, 2012

(In thousands)

 

 

(a) (b) Identity of Issue		(c) Description		Number of shares				(d) Cost**				(e) Current Value
TD AMERITRADE HOLDING CORP		Common Stock			45							$	751
TIBCO SOFTWARE INC		Common Stock			20								436
TRACTOR SUPPLY CO		Common Stock			6								486
UNION PACIFIC CORP		Common Stock			15								1,898
UNITED CONTINENTAL HOLDINGS INC		Common Stock			32								736
UNITED PARCEL SERVICES INC		Common Stock			10								737
UNITEDHEALTH GROUP INC		Common Stock			23								1,269
VALEANT PHARMACEUTICALS INTERNATIONAL		Common Stock			15								873
VISA INC		Common Stock			4								652
WHOLE FOODS MARKET INC		Common Stock			5								438
WILLIAMS COS INC		Common Stock			17								547
		Subtotal T. Rowe Price Institutional Large Cap Growth										$	83,424
Total Dell Inc. 401(k) Large Cap Growth Fund												$	276,507
Total Separately Managed Funds												$	1,315,758
Common Collective Trust Funds:
Wellington Balanced Real Assets Fund		Common Collective Trust Fund			9,112							$	92,884
BlackRock Equity Index Fund		Common Collective Trust Fund			7,841								396,654
Total Common Collective Trust Funds												$	489,538
					Total investments							$	3,492,495
*       Notes Receivable from Participants		Loans bearing interest rates ranging from 3.25% to 10.5%, due at various dates through December 27, 2032										$	84,543
									Total			$	3,577,038

 

*	Party-in-Interest

**     Cost information is not required for participant-directed investments		(Concluded)

 

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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 21, 2013				By:		/s/ Janet B. Wright
						Janet B. Wright Vice President, Corporate Legal On Behalf of the Benefits Administration Committee

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants

 

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