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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2005
Dell Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-17017 74-2487834
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (512) 338-4400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On October 31, 2005, Dell Inc. issued a press release updating guidance and
announcing a charge for its fiscal quarter ended October 28, 2005. A copy of the
press release is furnished as Exhibit 99.1 to this report.
The press release includes a non-GAAP additional measure of earnings per
share. This non-GAAP measure has been adjusted to exclude the one-time system
servicing, workforce realignment, product rationalizations and excess facilities
charges recorded in the third quarter of fiscal year 2006 in order to enhance an
overall understanding of Dell's financial performance in the quarter. These
adjustments to Dell's GAAP results are made with the intent of providing both
management and investors a more complete understanding of the underlying
operational results and trends and Dell's marketplace performance. Management
believes that this additional non-GAAP measure provides a basis for which
meaningful year-over-year operating performance comparisons can be made. The
presentation of this additional information is not meant to be a substitute for
earnings per share prepared in accordance with generally accepted accounting
principles in the United States.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is furnished as part of this report:
Exhibit 99.1 -- Press Release issued by Dell Inc., dated October 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DELL INC.
Date: October 31, 2005 By: /s/ JOAN S. HOOPER
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Joan S. Hooper
Vice President, Corporate Finance and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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99.1 -- Press Release issued by Dell Inc., dated October 31, 2005.