Dell 2010 Annual Report Download - page 117

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Table of Contents
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A — CONTROLS AND PROCEDURES
Exhibits 31.1 and 31.2 to this Report include the certifications of our Chief Executive Officer and Chief Financial Officer required by
Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange Act"). This Item 9A includes information concerning the controls
and control evaluations referred to in those certifications.
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 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 28, 2011 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 28, 2011. The effectiveness of our internal control over financial reporting as
of January 28, 2011 has 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 2011. Based on their evaluation,
management concluded that there has been no change in Dell's internal control over financial reporting during the fourth quarter of Fiscal
2011 that has materially affected, or is reasonably likely to materially affect, Dell's internal control over financial reporting.
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 28, 2011. Based on that evaluation, our management has concluded that our disclosure controls and
procedures were effective as of January 28, 2011.
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