Dell 2008 Annual Report Download - page 98

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.
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
January 30, 2009. Based on that evaluation, our management has concluded that our disclosure controls and procedures were effective as of
January 30, 2009.
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 assets, (b) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being
made only in accordance with appropriate authorization of management and the board of directors, and (d) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
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 our internal control over financial reporting as of January 30, 2009
based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. As a result of that evaluation, management has concluded that our internal control over financial reporting was effective as
of January 30, 2009. The effectiveness of our internal control over financial reporting as of January 30, 2009 has also been audited by
PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report, which is included in "Part II — Item 8 —
Financial Statements and Supplementary Data."
Changes in Internal Control over Financial Reporting
Dell's management, with the participation of Dell's Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in Dell's
internal control over financial reporting occurred during the fourth quarter of Fiscal 2009. Based on that evaluation, management concluded that
there has been no change in Dell's internal control over financial reporting during the fourth quarter of Fiscal 2009 that has materially affected, or is
reasonably likely to materially affect, Dell's internal control over financial reporting.
Inherent Limitations over Internal Controls
Our system of controls is designed to provide reasonable, not absolute, assurance regarding the reliability and integrity of accounting and financial
reporting. Management does not expect that our disclosure controls and procedures or our internal control over financial
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