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DELL INC (4331)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/28/2003
Filed Period 01/31/2003

Table of contents

  • Page 1
    DELL INC (4331) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/28/2003 Filed Period 01/31/2003

  • Page 2
    ...Dell Way, Round Rock, Texas 78682 (Address, including Zip Code, of registrant's principal executive offices) (512) 338-4400 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Preferred Stock Purchase...

  • Page 3
    ...FLOWS CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PART III PART IV VALUATION AND QUALIFYING ACCOUNTS SIGNATURES EX-10.11 Form of Indemnification Agreement EX-21 Subsidiaries EX-23 Consent of PricewaterhouseCoopers LLP EX-99.1 Certification of CEO and CFO

  • Page 4
    ...." PART I ITEM 1 - BUSINESS General Dell Computer Corporation, with annual revenue of $35.4 billion, is a premier provider of computing products and services. As result of its direct business model, Dell is the leading seller of computer systems worldwide and the number one seller in all customer...

  • Page 5
    ... in sales of servers based on Microsoft's Windows operating system. During calendar 2002, Dell improved its number two worldwide market share ranking by 2.5 points to 21.6%. • Storage. Dell y EMC and Dell's PowerVault lines of storage products offer customers a comprehensive portfolio of cost...

  • Page 6
    ...of service through the Premier Enterprise Support program for server and storage systems, ranging from comprehensive around-the-clock support for mission-critical systems to next business day on-site support for nonmission-critical systems. For customers in the U.S., Dell's Total Satisfaction Policy...

  • Page 7
    ...systems to Dell for any reason within 30 days of purchase. In addition, Dell provides a limited warranty for all computer systems for a period generally ranging from 90 days to three years and offers 24 hour telephone and online technical support. Dell also offers warranty upgrades and services such...

  • Page 8
    ...of print media, and by mailing a broad range of direct marketing publications, such as promotional pieces, catalogs and customer newsletters. A majority of the sales to small-to-medium businesses and consumers occur online through www.dell.com. Manufacturing Dell manufactures most of the products it...

  • Page 9
    ... Areas of Operations Dell conducts operations worldwide and is managed generally on a geographic basis. The three geographic regions are the Americas, Europe and Asia Pacific-Japan regions. The Americas region is based in Round Rock, Texas, and covers the U.S., Canada, South America and Latin...

  • Page 10
    ... Data." Dell's corporate headquarters are located in Round Rock, Texas. Its manufacturing facilities are located in Austin, Texas; Eldorado do Sul, Brazil; Nashville, Tennessee; Limerick, Ireland; Penang, Malaysia; and Xiamen, China. See "Item 2 - Properties." Factors Affecting Dell's Business and...

  • Page 11
    .... Dell's direct business model gives it the ability to operate with reduced levels of component and finished goods inventories. Dell's financial success in recent periods has been due in part to its supply chain management practices, including its ability to achieve rapid inventory turns. However...

  • Page 12
    ...could be prohibited from marketing products, could be forced to market products without desirable features or could incur substantial costs to redesign its products, defend legal actions or pay damages. • Dell cannot provide any assurance that current environmental laws, or any laws enacted in the...

  • Page 13
    ... In this role, he is responsible for Dell's day-to-day operations and, with Mr. Dell, establishes Dell's strategic direction. Mr. Rollins joined Dell in April 1996 as Senior Vice President, Corporate Strategy, was named Senior Vice President, General Manager - Americas in May 1996 and was named Vice...

  • Page 14
    ... responsible for all sales, marketing and customer service activities for the consumer market in the U.S. Prior to his current role, Mr. Hamlin served as Vice President, Home and Small Business in Japan and managed Dell's Preferred Accounts segment in Japan. Mr. Hamlin joined Dell in March 1996 and...

  • Page 15
    ... buildings and 1.2 million square feet of leased office space. These buildings, comprising Dell's Round Rock Campus, house Dell's sales, marketing and support staff for the Americas region, as well as the corporate headquarters and support functions. Dell leases 570 acres of land in Austin, Texas...

  • Page 16
    ... 175,000 square feet of office space in Bangalore, India, where it is expanding its customer phone support and back-office capabilities. ITEM 3 - LEGAL PROCEEDINGS Dell is subject to various legal proceedings and claims arising in the ordinary course of business. Dell's management does not...

  • Page 17
    Table of Contents PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information Dell's common stock is traded on The Nasdaq National Market under the symbol DELL. Information regarding the market prices of Dell's common stock may be found in Note 11 of ...

  • Page 18
    ... in the fair value of equity securities. Includes a pre-tax charge of $105 million related to employee termination benefits and facilities closure costs. Includes a pre-tax charge of $194 million related to a purchase of in-process research and development. Share and per share information has been...

  • Page 19
    ... Asia Pacific-Japan. Within the Americas, Dell is further segmented into Business and U.S. Consumer. Dell markets and sells its computer products and services under the Dell brand name directly to its various customer groups. These customer groups include large corporate, government, healthcare and...

  • Page 20
    ...to fiscal 2002 even though average revenue per unit declined over the same period as Dell passed on substantially all component cost declines to its customers. By maintaining its strategy of profitable market share growth, with a focus on improving overall profitability, management currently expects...

  • Page 21
    ... 26%, notebooks at 20% and desktops at 14%. Average revenue per-unit sold in fiscal 2003 decreased 7% compared to fiscal 2002, which was primarily due to component cost declines and Dell's practice of aggressively passing on these declines to customers to increase market share. Management currently...

  • Page 22
    ... gross margins and operating margins as the economy improves. Management believes that the strength of Dell's direct-to-customer business model, as well as its strong liquidity position, makes Dell better positioned than its competitors to profitably grow market share in any business climate...

  • Page 23
    ... introduce new products. During fiscal 2003, research, development and engineering expenses increased slightly in absolute dollar amounts as compared to fiscal 2002 as Dell managed its spending in light of current industry conditions. Research, development, and engineering expenses were relatively...

  • Page 24
    ... 2, 2001 Cash and investments Days of sales outstanding Days of supply in inventory Days in accounts payable Cash conversion cycle $ 9,905 28 3 68 (37) $ 8,287 29 4 69 (36) $ 7,853 32 5 58 (21) (a) Days of sales outstanding include the effect of product costs related to in-transit customer...

  • Page 25
    ... the fair value of Dell's stock exceeds the option strike price on the day the employee exercises an option, that reduce Dell's taxes payable, and that under generally accepted accounting principles are recorded directly to stockholders' equity accounts rather than to earnings. Dell ended fiscal...

  • Page 26
    ... to repurchase shares of common stock through a systematic program of open market purchases that will return cash to stockholders and mitigate dilution. For the first quarter of fiscal 2004, Dell expects to spend approximately $500 million repurchasing shares. Capital Expenditures - Dell spent...

  • Page 27
    ...on sales to DFS in the amount of $1.2 billion, $1.4 billion and $1.8 billion during fiscal 2003, 2002 and 2001, respectively. Neither CIT nor DFS has any recourse or rights of return to Dell, except that end-user customers may return equipment pursuant to Dell's standard return policy. Dell receives...

  • Page 28
    ..., CIT became Dell's partner in DFS. Market Risk Dell is exposed to a variety of risks, including foreign currency exchange rate fluctuations and changes in the market value of its investments. In the normal course of business, Dell employs established policies and procedures to manage these risks...

  • Page 29
    ...timing of revenue recognition. Dell offers separately priced extended warranty and service contracts to customers that extend and/or enhance the technical support, parts, and labor coverage offered as part of the base warranty included with the product. Revenue (net of estimated costs to be incurred...

  • Page 30
    ... the product sold and country in which Dell does business, but generally includes technical support, repair parts and labor and a period ranging from 90 days to three years. Factors that affect Dell's warranty liability include the number of installed units currently under warranty, historical and...

  • Page 31
    ... 2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an Amendment of FASB Statement No. 123. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation...

  • Page 32
    ... of Stockholders' Equity for each of the three fiscal years ended January 31, 2003 Notes to Consolidated Financial Statements Financial Statement Schedule: For each of the three fiscal years ended January 31, 2003, Schedule II - Valuation and Qualifying Accounts All other schedules are omitted...

  • Page 33
    ... in the period ended January 31, 2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index, presents fairly, in all material respects, the information set forth...

  • Page 34
    Table of Contents DELL COMPUTER CORPORATION CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in millions) January 31, February 1, 2003 2002 ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts receivable, net Inventories Other Total current assets Property, plant and ...

  • Page 35
    ... Cost of revenue Gross margin Operating expenses: Selling, general and administrative Research, development and engineering Special charges Total operating expenses Operating income Investment and other income (loss), net Income before income taxes and cumulative effect of change in accounting...

  • Page 36
    ... Tax benefits of employee stock plans Special charges (Gains)/losses on investments Other, primarily effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies Changes in: Operating working capital Non-current assets and liabilities Net cash provided...

  • Page 37
    ... DELL COMPUTER CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (in millions) Common Stock and Capital in Excess of Par Value Shares Treasury Stock Amount Retained Earnings Amount Shares Other Comprehensive Income (Loss) Other Total Balances at January 28, 2000 Net income Change...

  • Page 38
    ... and service and support programs. The Company markets and sells its computer products and services under the Dell brand name directly to its various customer groups. These customer groups include large corporate, government, healthcare and education accounts, as well as small-to-medium businesses...

  • Page 39
    ... stock under the cost method. Revenue Recognition - Net revenue includes sales of hardware, software and peripherals, and services (including extended service contracts and professional services). The Company offers separately priced extended warranty and service contracts to customers that extend...

  • Page 40
    ... limited warranty as well as under separately priced extended warranty and service contracts for which the Company is obligated to perform. These liabilities are accrued at the time product revenue is recognized. These costs primarily include technical support, as well as parts and labor associated...

  • Page 41
    ...of the money (implying little or no current fair value) at current market prices. Equity instruments for 192 million, 232 million and 145 million shares in fiscal 2003, 2002 and 2001, respectively, were not included in the computation of diluted weighted average shares outstanding because the effect...

  • Page 42
    ... to be measured at fair value upon issuance and recorded as a liability. In addition, FIN 45 expands current disclosure requirements regarding guarantees issued by an entity, including tabular presentation of the changes affecting an entity's aggregate product warranty liability. The recognition and...

  • Page 43
    ...(Loss) Fair Market Value February 1, 2002 Unrealized Gain Cost Cost (in millions) Debt securities: U.S. government and agencies U.S. corporate International corporate State and municipal governments Total debt securities Equity securities Total investments Short-term Long-term Total investments...

  • Page 44
    ... of net revenue or cost of revenue in the same period the hedged transaction affects earnings. The ineffective portion of the change in the fair value of cash flow hedge is recognized currently in earnings and is reported as a component of investment and other income (loss), net. Hedge effectiveness...

  • Page 45
    ...through the undistributed book earnings of the subsidiaries. The basis differences could reverse through a sale of the subsidiaries, the receipt of dividends from the subsidiaries as well as various other events. Net of available foreign tax credits, residual income tax of approximately $1.1 billion...

  • Page 46
    ... Company's net deferred tax asset are as follows: Fiscal Year Ended January 31, 2003 (in millions) February 1, 2002 Deferred tax assets: Deferred income Inventory and warranty provisions Investment impairments Credit carryforwards Provisions for product returns and doubtful accounts Other $ 186...

  • Page 47
    ... options under the Broad-Based Plan. Under each of the Option Plans, the right to purchase shares pursuant to existing stock option agreements typically vests pro-rata at each option anniversary date over a fiveyear period. The options are generally granted at fair market value and must be exercised...

  • Page 48
    ... of the Internal Revenue Code and permits substantially all employees to purchase shares of common stock. Participating employees may purchase common stock through payroll deductions at the end of each participation period at a purchase price equal to 85% of the lower of the fair market value of the...

  • Page 49
    ... accounted for its Option Plans and employee stock purchase plan by recording compensation expense based on the fair value at the grant date on a straight-line basis over the vesting period, stock-based compensation costs would have reduced pretax income by $1.0 billion ($723 million, net of taxes...

  • Page 50
    ... been utilized. In January 2003, the FASB issued FIN 46 that will impact Dell's accounting for these lease facilities (see Note 1 - Description of Business and Summary of Significant Accounting Policies for additional discussion). The leases have initial terms of five and seven years. Those with an...

  • Page 51
    ... for the Company. The Company markets and sells its products and services to large corporate, government, healthcare and education customers, small-to-medium businesses and individuals. Its receivables from such parties are well diversified. The Company purchases a number of components from single...

  • Page 52
    ...industry conditions. A special charge of $482 million related to these actions was recorded in operating expenses in the second quarter of fiscal 2002. As part of this undertaking, the Company eliminated approximately 4,000 employee positions worldwide from various business functions and job classes...

  • Page 53
    ... is based in Round Rock, Texas, covers the U.S., Canada, South America, and Latin America. The Company has two reportable segments within the Americas: Business and U.S. Consumer. The Americas Business segment includes sales to corporate, government, healthcare and education customers. The European...

  • Page 54
    ...2003 February 1, 2002 (in millions) February 2, 2001 Net revenue Americas: Business U.S. Consumer Total Americas Europe Asia Pacific-Japan Total net revenue Operating income Americas: Business U.S. Consumer Total Americas Europe Asia Pacific-Japan Special charges Total operating income Depreciation...

  • Page 55
    ... systems Notebook computers Enterprise systems Total net revenue $ 18,865 9,638 6,901 35,404 $ 16,516 8,829 5,823 31,168 $ 16,874 9,237 5,777 31,888 $ $ $ Net revenue by product group includes associated service as well as software and peripherals revenue. No single customer accounted for...

  • Page 56
    ... receivable Allowance for doubtful accounts $ 2,657 (71) 2,586 $ 2,337 (68) 2,269 $ Inventories: Production materials Work-in-process Finished goods $ $ 164 72 70 306 $ 153 72 53 278 $ Property, plant and equipment: Land and buildings Computer equipment Machinery and other equipment Total...

  • Page 57
    ...of Cash Flows Information: Changes in operating working capital accounts: Accounts receivable, net Inventories Accounts payable Accrued and other liabilities Other, net $ 190 (21) 844 585 (388) 1,210 607 20 $ 222 111 826 (210) (123) 826 120 31 $ (531) (11) 780 404 - 642 (32) 49 $ Income taxes...

  • Page 58
    ... Quarter 2nd Quarter 1st Quarter (in millions, except per share data) Net revenue Gross margin Net income (loss) Earnings (loss) per common share(a): Basic Diluted Weighted average shares outstanding: Basic Diluted Stock sales prices per share: High Low $ $ $ $ $ 8,061 1,416 456 0.18 0.17 2,599...

  • Page 59
    ... that these disclosure controls and procedures are effective in enabling Dell to record, process, summarize and report information required to be included in Dell's periodic SEC filings within the required time period. There have been no significant changes in Dell's internal controls or in other...

  • Page 60
    ... Computer Corporation and Chase Bank of Texas, National Association (incorporated by reference to Exhibit 99.2 of Dell's Current Report on Form 8-K filed April 28, 1998, Commission File No. 0-17017) 4.3 - Officers' Certificate pursuant to Section 301 of the Indenture establishing the terms of Dell...

  • Page 61
    ...17017) 10.10* - Dell Computer Corporation 2002 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Dell's Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002, Commission File No. 0-17017) 10.11*†- Form of Indemnification Agreement between Dell and each Non...

  • Page 62
    ...of Contents SCHEDULE II DELL COMPUTER CORPORATION VALUATION AND QUALIFYING ACCOUNTS Balance at Beginning of Period Charged to Bad Debt Expense (in millions) Write-Offs Charged to Allowance Balance at End of Period Fiscal Year Description 2003 2002 2001 Allowance for doubtful accounts Allowance...

  • Page 63
    ... its behalf by the undersigned, thereunto duly authorized. DELL COMPUTER CORPORATION By: /s/ MICHAEL S. DELL Michael S. Dell Chairman of the Board and Chief Executive Officer Date: April 25, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below...

  • Page 64
    Robert W. Davis 60

  • Page 65
    Table of Contents CERTIFICATION OF MICHAEL S. DELL, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, Michael S. Dell, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Dell Computer Corporation; Based on my ...

  • Page 66
    ... of Contents CERTIFICATION OF JAMES M. SCHNEIDER, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934 I, James M. Schneider, certify that: 1. 2. I have reviewed this annual report on Form 10-K of Dell Computer Corporation; Based on...

  • Page 67
    ... Dell Computer Corporation and Chase Bank of Texas, National Association (incorporated by reference to Exhibit 99.2 of Dell's Current Report on Form 8-K filed April 28, 1998, Commission File No. 0-17017) - Officers' Certificate pursuant to Section 301 of the Indenture establishing the terms of Dell...

  • Page 68
    ...Dell Computer Corporation 2002 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Dell's Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002, Commission File No. 0-17017) - Form of Indemnification Agreement between Dell and each Non-Employee Director of Dell...

  • Page 69

  • Page 70
    ... to continue to serve as directors of corporations unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities as directors. The current uncertainties relating to the availability of adequate...

  • Page 71
    ... meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then outstanding shares of common stock of the Company (the "OUTSTANDING COMPANY COMMON STOCK") or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in...

  • Page 72
    ... any employee benefit plan (or related trust) of the Company or the corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 15% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination...

  • Page 73
    ... of the Company or as a director, officer, employee, member, manager, trustee, fiduciary or agent of any other corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was...

  • Page 74
    ...'s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay...

  • Page 75
    ...written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors' and officers' liability insurance in effect under which coverage...

  • Page 76
    ... under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a "STANDARD OF CONDUCT DETERMINATION") shall be made as follows: (i) If a Change of...

  • Page 77
    ... that is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date with respect to the Indemnifiable Claim or portion thereof to...

  • Page 78
    ... any pending or possible Indemnifiable Claim, to the extent the Company maintains policies of directors' and officers' liability insurance providing coverage for directors and officers of the Company, Indemnitee shall be covered by such policies, in accordance with their terms, to the maximum extent...

  • Page 79
    ... shall not be liable under this Agreement to make any payment to Indemnitee with respect to any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents or Other...

  • Page 80
    ... confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to...

  • Page 81
    ..., enforcement or defense of Indemnitee's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other...

  • Page 82
    ..., and the Company has caused its duly authorized representative to execute, this Agreement as of the date first above written. DELL COMPUTER CORPORATION Address: Facsimile: By Thomas B. Green Senior Vice President, Law & Administration One Dell Way Round Rock, Texas 78682 512-728-3773 INDEMNITEE...

  • Page 83
    SCHEDULE TO EXHIBIT 10.11 -- FORM OF INDEMNIFICATION AGREEMENT DELL HAS ENTERED INTO AN INDEMNIFICATION AGREEMENT WITH EACH OF THE FOLLOWING PERSONS: DONALD J. CARTY WILLIAM H. GRAY, III JUDY C. LEWENT THOMAS W. LUCE III KLAUS S. LUFT ALEX J. MANDL MICHAEL A. MILES SAMUEL A. NUNN, JR. ...

  • Page 84

  • Page 85
    ... Corp. Dell Computer Holdings Corporation Dell Computer India Corporation Dell Direct Sales Corporation Dell Eastern Europe Corporation Dell Funding Corporation Dell Gen. P. Corp Dell International Incorporated Dell Marketing Corporation Dell Products (Mexico) L.L.C. Dell Products Corporation Dell...

  • Page 86
    Dell Auction L.P. Dell Catalog Sales L.P. Dell Computer Holdings L.P. Dell Marketing L.P. Dell Products L.P. Dell Receivables L.P. Dell Services L.P. Dell USA L.P. Dell Ventures L.P. Dell World Trade L.P. Texas Texas Texas Texas Texas Texas Texas Texas Texas Texas

  • Page 87
    ...GmbH Dell Computer Trading S.A Dell Distribution (EMEA) Limited Magyarorszagi Kereskedelmi Kepviselet - Rep. Office Dell Computer Limited Dell Direct Dell Financial Services International Limited Dell Products Dell Products II Dell Research Dell Computer (Italia) S.p.A. Dell Computer Holding I, SGPS...

  • Page 88
    Dell Asia Pacific Sdn. Dell Asia Pacific Sdn. Phillippines Representative Office Dell Asia Pacific Sdn. India Liaison Office Dell Asia Pacific Sdn. Vietnam Representative Office Dell Computer (China) Co. Ltd. Malaysia Phillippines India China

  • Page 89
    ... Limited Dell Computer Limited Dell Computer PTY. Limited Dell Products (Asia) B.V., Taiwan Branch Dell Computer Corporation, Taiwan Representative Office China China China China China China China China China China China China Thailand Singapore Hong Kong Korea Japan India New Zealand Australia...

  • Page 90
    ..., 333-58039, 333-49014, 333-49016, 333-69724, 333-69726 and 333-100342) of Dell Computer Corporation of our report dated February 13, 2003, relating to the financial statements and financial statement schedule which appears in this Form 10-K. PRICEWATERHOUSECOOPERS LLP Austin, Texas April 25, 2003

  • Page 91
    ...25, 2003 James M. Schneider Senior Vice President and Chief Financial Officer, Dell Computer Corporation The foregoing certifications are being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are not being filed as part of...