Dell 2007 Annual Report Download - page 99

Table of Contents
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A — CONTROLS AND PROCEDURES
This Report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the
Securities Exchange Act of 1934 (the "Exchange Act"). See Exhibits 31.1 and 31.2. This Item 9A includes information concerning the
controls and control evaluations referred to in those certifications.
Background
During Fiscal 2008, the Audit Committee of our Board of Directors completed an independent investigation into certain accounting and
financial reporting matters. As a result of issues identified in that investigation, as well as issues identified in additional reviews and
procedures conducted by management, the Audit Committee, in consultation with management and PricewaterhouseCoopers LLP, our
independent registered public accounting firm, concluded on August 13, 2007 that our previously issued financial statements for Fiscal
2003, 2004, 2005, and 2006 (including the interim periods within those years), and the first quarter of Fiscal 2007, should no longer be
relied upon because of certain accounting errors and irregularities in those financial statements. Accordingly, we restated our previously
issued financial statements for those periods. Restated financial information is presented in our Annual Report on Form 10-K for Fiscal
2007, which also contains a discussion of the investigation, the accounting errors and irregularities identified, and the adjustments made
as a result of the restatement.
As a result of management's review of the investigation issues and its other internal reviews, we identified several deficiencies in our
internal control over financial reporting, including our control environment and period-end financial reporting process. The control
deficiencies failed to prevent or detect a number of accounting errors and irregularities, which led to the restatement described above.
Certain of the identified control deficiencies represented material weaknesses in our internal control over financial reporting as of
February 2, 2007 and required corrective and remedial actions. As noted below, we believe those material weaknesses have been
corrected and remediated as of February 1, 2008. A material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that
information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to
management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required
disclosures.
In connection with the preparation of this Report, our management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of February 1, 2008. Based on that evaluation, our management has concluded that our disclosure controls and
procedures were effective as of February 1, 2008.
Management's Report on Internal Control Over Financial Reporting
Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and
15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United
States of America ("GAAP"). Internal control over financial reporting includes those policies and procedures which (a) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
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