Dell 2007 Annual Report Download - page 22

Table of Contents
In December 2007, we filed a registration statement on Form S-8 to register future transactions in the U.S. 401(k) plan and began
allowing participants in that plan to allocate some or all of their account balances to interests in the related Dell Stock Fund. The Dell
Stock Fund within the Canada retirement plan remains suspended, and we are currently evaluating whether to continue to offer the Dell
Stock Fund in that plan. If we do, we will file a registration statement on Form S-8 to register future transactions in that plan as soon as
practicable. We have implemented monitoring and reporting procedures to ensure that in the future we timely meet our registration
obligations with respect to these and other employee benefit plans.
The failure to file the registration statements noted above was inadvertent, and we have always treated the shares issued under the ESPP
or held in the Dell Stock Funds under the retirement plans as outstanding for financial reporting purposes. Consequently, these
unregistered transactions do not represent any additional dilution. We believe that we have always provided the employee-participants in
these plans with the same information they would have received had the registration statements been filed. Nonetheless, we may be
subject to civil and other penalties by regulatory authorities as a result of the failure to register.
Certain purchasers of shares in the unregistered transactions may have the right to rescind their purchases for an amount equal to the
purchase price for the shares (or if the shares have been disposed of, to receive damages with respect to any loss on such disposition) plus
interest from the date of purchase. The outstanding shares subject to potential rescission rights (representing 4 million shares outstanding
as of February 1, 2008) are reflected as redeemable common stock on our Consolidated Statements of Financial Position. See Note 4 of
Notes to Consolidated Financial Statements included in "Part II — Item 8 — Financial Statements and Supplementary Data" for
additional information.
Purchases of Common Stock
Share Repurchase Program
We have a share repurchase program that authorizes us to purchase shares of common stock in order to increase shareholder value and
manage dilution resulting from shares issued under our equity compensation plans. However, we do not currently have a policy that
requires the repurchase of common stock in conjunction with share-based payment arrangements. On December 3, 2007, our Board of
Directors approved a new authorization for an additional $10.0 billion for share repurchases. The following table sets forth information
regarding our repurchases or acquisitions of common stock during the fourth quarter of Fiscal 2008:
Total Approximate
Number of Dollar Value
Shares of Shares that
Repurchased May Yet Be
as Part of Repurchased
Total Number Average Publicly Under the
of Shares Price Paid Announced Announced
Period Repurchased per Share Plans Plans(a)
(in thousands, except average price paid per share)
Repurchases from November 3, 2007 through November 30, 2007 33 $ 26.85 — $ 1,415,438
Repurchases from December 1, 2007 through December 28, 2007 60,390 $ 24.40 60,352 $ 9,942,709
Repurchases from December 29, 2007 through February 1, 2008 118,224 $ 21.39 118,166 $ 7,415,634
Total 178,647 $ 22.41 178,518
(a) On December 3, 2007, our Board of Directors approved a new authorization for an additional $10.0 billion for share repurchases.
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