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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004

Commission File Number: 333-69726

DELL INC. 401(k) PLAN
 (Full title of the Plan)

DELL INC.

(Name of issuer of the securities held pursuant to the Plan)

ONE DELL WAY
ROUND ROCK, TEXAS 78682
(Address of issuer’s principal executive offices and address of the Plan)

 
 

 

Dell Inc. 401(k) Plan
Index
December 31, 2004 and 2003

         
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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 (“ERISA”) of 1974 have been omitted because they are not applicable.

 

Table of Contents

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Dell Inc. 401(k) Plan (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i — Schedule of Assets (Held at End of Year) at December 31, 2004 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 22, 2005

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Dell Inc. 401(k) Plan

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
                 
(in thousands)   2004     2003  
                 
Assets
                
 
                
Investments, at fair value
                
Registered investment funds
   $ 339,855     $ 502,132  
Separately managed funds
     520,514       143,657  
Dell Inc. stock fund
     653,421       618,786  
Loans receivable from participants
     47,589       42,543  
 
            
Total Investments
     1,561,379       1,307,118  
 
                
Receivables
                
Interest
     254       6  
Due from broker — unsettled trades
     1,465       2,217  
Employee contributions
     3,533       —  
Employer contributions
     5,463       3,774  
 
            
Total Assets
     1,572,094       1,313,115  
 
                
Liabilities
                
 
                
Administrative expense payable
     837       465  
 
            
Net assets available for benefits
   $ 1,571,257     $ 1,312,650  
 
            

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, 2004
         
(in thousands)        
         
Contributions
        
Employee contributions
   $ 105,383  
Employee rollovers
     9,152  
Employer contributions
     43,251  
 
      
Total contributions
     157,786  
 
      
Investment income
        
Net appreciation in fair value of investments
     198,448  
Interest and dividends
     23,549  
Interest on loans to participants
     2,526  
 
      
Total net investment income
     224,523  
 
      
 
        
Deductions
        
Withdrawals
     120,805  
Administrative expenses
     2,897  
Total deductions
     123,702  
 
      
Net increase
     258,607  
Net assets available for benefits
        
Beginning of year
     1,312,650  
 
      
End of year
   $ 1,571,257  
 
      

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

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Dell Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

1.   Description of the Plan
 
    General
Dell Inc. (the “Company” or “Employer”) adopted the Dell Inc. 401(k) Plan, as Amended and Restated, effective January 1, 2004 (the “Plan”). The following brief description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
    The Plan is a contributory 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. As of December 31, 2004 and 2003, there were 21,062 and 18,303 active employees participating in the Plan and 25,733 and 25,063 participants with account balances, respectively. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
    Employee 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. Eligible participants may elect to contribute from 1% to 25% of their eligible compensation, in whole percentages, to the Plan up to the statutory limit of $13,000 and $12,000 for 2004 and 2003, respectively, as permitted by the Internal Revenue Code of 1986, as amended. Highly compensated participants, as defined by the Internal Revenue Code (“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 2004 and 2003 plan years, participants age 50 or over may contribute an additional $3,000 and $2,000, respectively, over the base statutory limit in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).
 
    The Plan also permits employees to contribute balances from another qualified plan (“rollover contributions”).
 
    Employer Contributions
During 2004, the Company’s matching contribution equaled 100% of the first 3% of eligible compensation that each participant contributes to the Plan. The Company’s matching contributions are made at the end of each payroll period. Additional discretionary employer contributions may be made upon the approval of the Company’s Board of Directors. The Company made no additional discretionary contributions for the year ended December 31, 2004. All the Company’s contributions are invested at the participant’s discretion among the fund elections. Neither participant nor Company matching contributions are required to be invested in the Dell Inc. Stock Fund option.
 
    In 2003, the Company reached a settlement agreement with the Internal Revenue Service (“IRS”) on certain plan violations (“Settlement Agreement”). On August 18, 2003, the Company contributed $8,599,655 to the Plan that was allocated to various participants in accordance with the Settlement Agreement.
 
    Effective January 1, 2005, the 401(k) Plan was amended to adopt Safe Harbor Matching Contributions (immediate vesting of employer match contributions) and to reflect an increase in the Company’s matching contribution equaling 100% of the first 4% of eligible compensation that each participant contributes to the Plan.

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Dell Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

    Participant Accounts
Each participant account is credited with the participant’s contributions, allocations of Company matching contributions and Plan earnings offset by Plan administrative expenses. Each day, the Plan Trustee calculates earnings and allocates gains and losses to each participant’s account. The benefit to which a participant is entitled is limited to the participant’s vested account balance.
 
    Vesting
Participants are immediately vested in their contributions and earnings. A participant vests 20% in Employer contributions and earnings thereon after one year of service and 20% annually thereafter, reaching full vesting after five years of service. If a participant is re-employed before a one year break in service has occurred, the participant’s vesting will continue as if the break in service had not occurred. If a participant is re-employed after one year, but less than five years, the participant’s vesting will continue based on the vesting at the time the break in service occurred. If a participant is re-employed after five years, the participant’s vesting will continue based on the vesting at the time the break in service occurred for any future Employer contributions. Previous Employer contributions remain vested based on the vesting at the time the break in service occurred.
 
    Effective January 1, 2005, the 401(k) Plan was amended to adopt Safe Harbor Matching Contributions (immediate vesting of employer match contributions) and to reflect an increase in the Company’s matching contribution equaling 100% of the first 4% of eligible compensation that each participant contributes to the Plan.
 
    Benefit Payments
Participants are entitled to receive a distribution of the vested portion of their account upon reaching age 59½, termination of employment, disability, death or in the event of financial hardship. A participant may defer benefit payments until reaching 70½, provided his or her account balance is greater than $5,000; otherwise, the Participant shall receive a lump-sum amount equal to the value of the vested portion of his or her account upon termination of service. Payment of benefits prior to termination of service may be made under certain circumstances as defined by the Plan.
 
    Forfeitures
Employer contributions forfeited by unvested terminated participants may be used by the Company to offset future Employer contributions. During 2004, forfeited account balances of $3,684,292 were used to reduce Employer contributions.
 
    Administration and Plan Expenses
Plan assets are held in trust by JP Morgan Chase Bank, N.A. (the “Plan Trustee”). The Plan’s third-party recordkeeper is Hewitt Associates LLC (“Hewitt”). Administrative expenses are primarily paid by the participants of the Plan and are allocated to participant accounts ratably based on fund balances.
 
    Reclassifications
Certain prior year amounts have been reclassified to conform to the plan year 2004 presentation.

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Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2004 and 2003

    Investments
The following table sets forth information specific to each investment option under the Plan at December 31:
                     
        Number of  
        Participants  
Investment Options   Description   2004     2003  
                     
Dell Inc. Stock Fund
   Company Stock     20,931       16,951  
Dodge & Cox Balanced Fund
   Equity and Fixed Income Fund     13,151       9,970  
Dodge & Cox Stock Fund
   Large-Cap Value     12,815       9,671  
PIMCO Total Return Fund
   Fixed Income     9,204       7,789  
Neuberger Berman Genesis Fund
   Small-Cap Value     10,225       7,703  
Primco Stable Value Fund
   Stable Value     8,615       7,286  
American Euro Pacific Growth Fund
   International Equity     9,769       6,851  
BGI Equity Index Fund
   Equity Index     5,697       4,289  
Pre-mix Income Fund
   Pre-mixed Portfolio     920       —  
Pre-mix 2015 Fund
   Pre-mixed Portfolio     737       —  
Pre-mix 2025 Fund
   Pre-mixed Portfolio     1,150       —  
Pre-mix 2035 Fund
   Pre-mixed Portfolio     1,448       —  
Pre-mix 2045 Fund
   Pre-mixed Portfolio     1,412       —  
American Growth Fund
   Large-Cap Growth Fund     7,298       —  
BNY Hamilton
   Small-Cap Growth Fund     8,857       —  
Janus Growth & Income Fund
   Large-Cap Growth     —       9,671  
Invesco Small Company Growth Fund
   Small-Cap Growth     —       7,004  

    In 2004, the Plan discontinued the Invesco Small Company Growth Fund and the Janus Growth & Income Fund as investment options for participants and the balances of approximately $50 million and $36 million were transferred to the BNY Hamilton Small-Cap Growth and American Large-Cap Growth Funds, respectively.
 
    The following investments represent separately managed funds: Dodge and Cox Stock Fund, Dodge and Cox Balanced Fund, BNY Hamilton Fund, BGI Equity Index Fund, and the Primco Stable Value Fund. All of the aforementioned investments, besides the Primco Stable Value Fund, are valued at their net asset value, which represents the fair value of the underlying investments. The Primco Stable Value Fund (“Primco Fund”) invests in separate account guaranteed investment contracts (“separate account GICs”), synthetic investment contracts (“SICs”) and cash equivalents. Separate account GICs are investments in insurance companies or banks with a guaranteed interest rate that are maintained separately from the general assets of the insurance company or bank. SICs differ from separate account GICs in that the assets supporting the SICs are not invested with the bank or insurance company and may consist of many different types of investments that the Plan holds in its fund portfolio. With regard to SICs, the bank or insurance company issues a contract, referred to as a “wrapper,” that guarantees the value of the underlying investment for the life of the contract.
 
    The Primco Fund invests in a traditional GIC. Traditional GICs differ from SICs in that the Plan does not own the assets underlying the investment. Rather, traditional GICs are contracts between an insurance company and the Plan to provide a guaranteed return on principal invested.

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Dell Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

    Participant Loans
Participants may take out a maximum loan amount equal to the lesser of (i) $50,000 less the highest outstanding loan balance during the past 12 months or (ii) 50% of the available vested portion of their account balance less any current outstanding loan balance (minimum loan amount of $500). Each participant’s loan is charged an interest rate equal to the prime rate on the date of the loan plus 1% and a one-time fee of $75. Loan balances must be paid by direct payroll deduction and the repayment period cannot exceed four and a half years except when the proceeds of the loan are used to acquire the participant’s primary residence. At December 31, 2004, loans bore interest at rates ranging between 5% and 10.5% and are due at various dates through June 24, 2024.
 
    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. In the event of Plan termination, participants will become 100% vested in their accounts.
 
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, investment contracts, corporate and government debt and other investments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
    Contributions
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
December 31, 2004 and 2003

    Employee and Employer Contribution Receivable
Contributions receivable owed to the Plan at year-end relate to timing differences for employee and employer matching contributions pertaining to the last payroll period of the year.
 
    Investments
With the exception of the separately managed funds, all investments are initially recorded at acquisition cost on a trade-date basis, which includes brokerage commissions, and are revalued each business day to fair value based upon quoted market prices.
 
    As described in Note 1, all of the separately managed funds, except for the Primco Stable Value Fund, are valued at their Net Asset Value, which represents the fair value of the underlying investments. The Primco Fund includes a separate account GIC, a traditional GIC and SICs. The separate account GIC, traditional GIC, and SICs in the Primco Fund are fully benefit-responsive and are therefore recorded at contract value. Contract value represents contributions made under the contract plus accrued interest at the guaranteed rate less funds used to pay for plan distributions and expenses.
 
    Participant loans receivable are valued at outstanding fair value consisting of outstanding principal and any related interest. Participant loans are funded from the participant’s vested account balance.
 
    The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of investments which consists of realized gains and losses and the unrealized appreciation or depreciation on those investments.
 
    Distributions
Plan distributions are recorded when paid.

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Dell Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

3.   Investments
 
    The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2003 or 2004:
                 
(in thousands)   2004     2003  
Dell Inc. Stock Fund
                
Dell Common Stock
   $ 650,178     $ 617,182  
Dell Money Market Fund
     3,243       1,604  
 
            
Total Dell Inc. Stock Fund
     653,421       618,786  
Mutual Funds
                
Neuberger Berman Genesis Fund
     94,271       69,346  
American Euro Pacific Growth Fund
     79,029       51,772  
PIMCO Total Return Fund
     78,124       68,632  
Dodge & Cox Stock Fund
     —       127,557  
Dodge & Cox Balanced Fund
     —       113,249  
All other mutual funds, individually less than 5%
     88,431       71,576  
 
            
Total Mutual Funds
     339,855       502,132  
Separately Managed Funds
                
Dodge & Cox Stock Fund
     168,982       —  
Dodge & Cox Balanced Fund
     134,789       —  
Primco Stable Value Fund
     122,092       108,507  
All other separately managed funds, individually less than 5%
     94,651       35,150  
 
            
Total Separately Managed Funds
     520,514       143,657  
Loans Receivable, all less than 5%
     47,589       42,543  
 
            
 
   $ 1,561,379     $ 1,307,118  
 
            

    At December 31, 2004 and 2003, the Plan owns approximately 15.4 million and 18.2 million shares of Dell Inc. common stock, respectively. This represents approximately 42% and 47% of the Plan’s investments as of December 31, 2004 and 2003, respectively. The underlying value of net assets invested in Dell Inc. common stock is entirely dependent upon the performance of Dell Inc. and the market’s evaluation of such performance. It is at least reasonably possible that changes in the fair value of Dell Inc. common stock in the near term could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

    During 2004, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value as follows:

    Net Appreciation in Fair Value of Investments
(in thousands)
                 
    2004     2003  
Dell Inc. Stock Fund
   $ 134,499     $ 130,841  
Mutual Funds
     27,897       84,686  
Separately Managed Funds
     36,052       11,549  
 
            
Total
   $ 198,448     $ 227,076  
 
            

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Dell Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2004 and 2003

    The assets underlying the SICs in the Primco Fund are comprised of cash equivalents, government debt, corporate bonds and mutual funds. There were no valuation reserves against the Primco Fund’s separate account GIC, traditional GIC or SICs at December 31, 2004 and 2003. The fair value and contract value of the assets in the Primco Fund are summarized as follows:
                                 
(in thousands)   2004     2003  
                         
    Fair Value     Contract Value     Fair Value     Contract Value  
 
                                
SICs
   $ 114,736     $ 113,152     $ 101,391     $ 98,319  
Separate account GIC
     2,101       2,002       3,202       3,007  
Traditional GIC
     3,016       3,016       3,010       3,010  
Cash equivalents
     3,922       3,922       4,171       4,171  
Wrapper
     (1,683 )     —       (3,267 )     —  
 
                        
 
   $ 122,092     $ 122,092     $ 108,507     $ 108,507  
 
                        

    Interest crediting rates on the separate account GIC and SICs are reset monthly or quarterly based on the yield to maturity and expected cash flow over the life of the related supporting assets. All contracts have a minimum guarantee on all rate resets of an interest rate of not less than zero percent. At December 31, 2004 and 2003, the interest crediting rates on the separate account and traditional GIC and SICs ranged from 1.30% to 6.62% and 1.24% to 8.27%, respectively. For the years ended December 31, 2004 and 2003, the aggregate average annual yield for the separate account and traditional GIC and SICs in the Primco Fund was 4.38% and 3.87%, respectively. There are no restrictions on participant withdrawals from the Primco Fund. Certain withdrawals not deemed to be participant initiated and not in compliance with the investment contracts’ provisions are subject to certain penalties.
 
4.   Tax Status
 
    The Company received a determination letter dated August 18, 2003, from the Internal Revenue Service informing the Company that the Plan and related trust are designed in compliance with section 401(a) of the Internal Revenue Code. 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 Internal Revenue Code. The Company believes that the related trust is exempt from federal income tax under section 501(a) of the Internal Revenue Code. Therefore, the financial statements contain no provision for income taxes.

5.   Related Party
 
    The Plan is authorized under contract provisions and by ERISA regulations to invest in the Company’s securities. During the year ended December 31, 2004, the Plan purchased and sold approximately 6 million and 9 million shares of the Company’s securities, respectively.

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Dell Inc. 401 (k) Plan

Supplemental Schedule

 

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Dell Inc. 401(k) Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2004
                     
(a)        (b)   (c)   (d)   (e)  
         (in thousands)                
   
Identity of Issuer
   Description   Cost**   Current Value  
*  
Dell Inc. Stock Fund
   Company Stock            
   
Dell Common Stock
   Company Stock       $ 650,178  
   
Dell Money Market Fund
   Cash Equivalents         3,243  
   
 
              
   
 
             653,421  
 
                    
   
Neuberger Berman Genesis Fund
   Small-Cap Value         94,271  
   
Dodge & Cox Balanced Fund
   Equity and Fixed Income Fund         134,789  
   
Dodge & Cox Stock Fund
   Large-Cap Value         168,982  
   
American Euro Pacific Growth Fund
   International Equity         79,029  
   
PIMCO Total Return Fund
   Fixed Income         78,124  
   
BGI Equity Index Fund
   Equity Index         44,679  
   
BNY Hamilton
   Small-Cap         49,972  
   
American Growth Fund
   Large-Cap Growth         49,241  
   
2035 Fund
   Pre-mixed Portfolio         13,736  
   
2025 Fund
   Pre-mixed Portfolio         13,217  
   
2045 Fund
   Pre-mixed Portfolio         6,780  
   
2015 Fund
   Pre-mixed Portfolio         3,281  
   
Income Fund
   Pre-mixed Portfolio         2,176  
   
Primco Stable Value Fund
   Stable Value            
 
                    
   
Bank of America
   IGT MxMgr core         19,179  
   
Bank of America Wrapper
   Synthetic Contract Wrapper, #03-0608, 5.75%         (513 )
   
 
              
   
 
             18,666  
 
                    
   
ING Life & Annuity
   IGT MxMgr Int G/C         22,131  
   
ING Life & Annuity Wrapper
   Synthetic Contract Wrapper, #6007, 4.38%         (354 )
   
 
              
   
 
             21,777  
 
                    
   
John Hancock Life
   Hanc SA SFA         2,101  
   
John Hancock Life Wrapper
   Synthetic Contract Wrapper, #15132, 5.80%         (99 )
   
 
              
   
 
             2,002  
 
                    
   
JP Morgan Chase
   Short-term Bond Fund         18,365  
   
JP Morgan Chase Wrapper
   Synthetic Contract Wrapper, #ADELL-S, 4.61%         (496 )
   
 
              
   
 
             17,869  
 
                    
   
Metropolitan Life Insurance Company
   IGT INVESCO AAA ABS         20,042  
   
Metropolitan Life Wrapper
   Synthetic Contract Wrapper, #28631, 3.10%         (173 )
   
 
              
   
 
             19,869  
 
                    
   
Monumental Life Insurance Company
   IGT MxMgr Int G/C         22,129  
   
Monumental Wrapper
   Synthetic Contract Wrapper, #MDA-00603TR, 4.32%         (355 )
   
 
              
   
 
             21,774  
 
                    
   
Monumental Life Insurance Company
   General Investment Contract #SVD4272Q, 1.35%         3,016  
   
State Street Bank and Trust
   United States Treasury Notes, 2.25%         12,890  
   
State Street Bank Wrapper
   Guaranteed Investment Contract, #101005         307  
   
 
              
   
 
             13,197  
 
                    
   
Chase Money Market Fund
   Cash Equivalents         3,922  
   
 
              
   
Total Primco Stable Value Fund
             122,092  
*  
Dell Participant Loans
   Loans bearing interest rates ranging from 5%            
   
 
   to 10.5%, due at various dates through June 24, 2024         47,589  
   
 
              
 
                    
   
Total
           $ 1,561,379  
   
 
              

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

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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 22, 2005
 By: /s/ THOMAS H. WELCH, JR.
Thomas H. Welch, Jr.,
On Behalf of the Benefits Administration Committee

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