UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Commission File Number: 0-17017

Dell Inc.

(Exact name of registrant as specified in its charter)

One Dell Way

Round Rock, Texas 78682

(Address of Principal Executive Offices) (Zip Code)

(512) 338-4400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ     No

As of the close of business on May 31, 2005, 2,421,082,061 shares of common stock, par value $.01 per share, were outstanding.

INDEX

PART I — FINANCIAL INFORMATION

DELL INC.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions; unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

DELL INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in millions, except per share amounts; unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

DELL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions; unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

DELL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The accompanying unaudited condensed consolidated financial statements of Dell Inc. (“Dell”) should be read in conjunction with the consolidated financial statements and notes thereto filed with the U.S. Securities and Exchange Commission (“SEC”) in Dell’s Annual Report on Form 10-K for the fiscal year ended January 28, 2005. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial position of Dell and its consolidated subsidiaries as of April 29, 2005 and January 28, 2005; and the results of its operations and its cash flows for the three month periods ended April 29, 2005 and April 30, 2004.

NOTE 3 — EARNINGS PER COMMON SHARE AND PRO FORMA EFFECTS OF STOCK-BASED COMPENSATION

Earnings Per Common Share — Basic earnings per share is based on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding.

Dell excludes equity instruments from the calculation of diluted weighted average shares outstanding if the effect of including such instruments is antidilutive to earnings per share. Accordingly, certain employee stock options have been excluded from the calculation of diluted weighted average shares totaling 72 million and 133 million shares for the first quarter of fiscal 2006 and 2005, respectively.

DELL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following table sets forth the computation of basic and diluted earnings per share for the three month periods ended April 29, 2005 and April 30, 2004:

Pro Forma Effects of Stock-Based Compensation — Dell currently applies the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations when accounting for its stock-based compensation plans. Dell applies the disclosure provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-based Compensation, as amended by SFAS No. 148, Accounting for Stock-based Compensation-Transition and Disclosure, as if the fair-value method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of a fixed employee stock option equals the market price of the underlying stock on the grant date, no compensation expense is recognized. Under SFAS No. 123, the value of each option is estimated on the date of grant using the Black-Scholes option pricing model, which was developed for use in estimating the value of freely traded options.

DELL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following table sets forth the computation of basic and diluted earnings per share for the three month periods ended April 29, 2005 and April 30, 2004, and illustrates the effect on net income and earnings per share as if Dell had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation. As the relatively larger stock option awards granted in prior years fully vest we expect that, over time, our stock-based compensation expense will decline.

Dell’s comprehensive income is comprised of net income, foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments related to foreign currency hedging, and unrealized gains and losses on marketable securities classified as available-for-sale. Comprehensive income for the three month periods ended April 29, 2005 and April 30, 2004, was as follows:

DELL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Dell records warranty liabilities at the time of sale for the estimated costs that may be incurred under its basic limited warranty. Revenue from extended warranty and service contracts, for which Dell is obligated to perform, is recorded as deferred revenue and subsequently recognized over the term of the contract or when the service is completed. Changes in Dell’s aggregate deferred revenue and warranty liability are presented in the following table:

Dell is currently a partner in Dell Financial Services L.P. (“DFS”), a joint venture with CIT Group Inc. (“CIT”). In general, DFS facilitates customer financing transactions through either loan or lease financing. Dell recognized revenue from the sale of products pursuant to loan and lease financing transactions of $1.5 billion and $1.3 billion during the three month periods ended April 29, 2005 and April 30, 2004, respectively.

Dell currently owns a 70% equity interest in DFS. Dell began consolidating DFS’s financial results due to the adoption of Financial Accounting Standards Board (“FASB”) Interpretations No. 46R (“FIN 46R”). Based on the guidance in FIN 46R, Dell concluded that DFS is a variable interest entity and Dell is the primary beneficiary of DFS’s expected cash flows. CIT’s equity ownership in the net assets of DFS was $13 million as of April 29, 2005 and January 28, 2005, which is recorded as minority interest and included in other non-current liabilities on Dell’s condensed consolidated statement of financial position.

Dell has the option to purchase CIT’s 30% interest in DFS in February 2008 for a purchase price ranging from $100 million to $345 million, depending on DFS’s profitability. If Dell does not exercise this purchase option, Dell is obligated to purchase CIT’s 30% interest upon the occurrence of certain termination events, or expiration of the joint venture on January 29, 2010 for a purchase price ranging from $100 million to $345 million.

DFS maintains credit facilities with CIT, which provide DFS with a funding capacity of up to $1.0 billion. As of April 29, 2005 and January 28, 2005, outstanding advances under these facilities totaled $152 million and $158 million, respectively, and are included in other current and non-current liabilities on Dell’s condensed consolidated statement of financial position. Dell is dependent upon DFS to provide financing for a significant number of customers who elect to finance Dell products, and DFS is dependent upon CIT to access the capital markets to provide funding for these transactions. If CIT were unable to access the capital markets, Dell would be required to find additional alternative sources of financing for its customers or self-finance these activities.

During the fourth quarter of fiscal 2005, Dell began selling certain loan and lease finance receivables to an unconsolidated qualifying special purpose entity that is wholly owned by Dell. The qualifying special purpose entity is a separate legal entity with assets and liabilities separate from those of Dell. The qualifying special purpose entity has entered into a financing arrangement with a multiseller conduit that in turn issues asset-backed debt securities to the capital markets. Transfers of financing receivables are recorded in accordance with the provisions of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. The sale of these loan and lease financing receivables did not have a material impact on Dell’s consolidated financial position, results of operations, or cash flows for the first quarter of fiscal 2006.

DELL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Dell conducts operations worldwide and is managed in three geographic segments: the Americas, Europe, and Asia Pacific-Japan regions. The Americas region, which is based in Round Rock, Texas, covers the U.S., Canada, and Latin America. Within the Americas, Dell is further segmented into Business and U.S. Consumer. The Americas Business segment includes sales to corporate, government, healthcare, education, and small and medium business customers, while the U.S. Consumer segment includes sales primarily to individual consumers. The European region, which is based in Bracknell, England, covers Europe, the Middle East, and Africa. The Asia Pacific-Japan region covers the Pacific Rim, including Australia and New Zealand, and is based in Singapore.

The accounting policies of Dell’s reportable segments are the same as those described in the summary of significant accounting policies in its Annual Report on Form 10-K for the fiscal year ended January 28, 2005. Dell allocates resources to and evaluates the performance of its segments based on operating income. Corporate expenses are included in Dell’s measure of segment operating income for management reporting purposes. The table below presents information about Dell’s reportable segments for the three month periods ended April 29, 2005 and April 30, 2004:

DELL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

On October 22, 2004, the American Jobs Creation Act of 2004 (the “Act”) was signed into law. Among other items, the Act creates a temporary incentive for U.S. multinationals to repatriate accumulated income earned outside the U.S. at a tax rate of 5.25%, versus the U.S. federal statutory rate of 35%. In the fourth quarter of fiscal 2005 Dell determined that it would repatriate $4.1 billion in foreign earnings. Accordingly, Dell recognized a tax repatriation charge of $280 million in accordance with SFAS No. 109, Accounting for Income Taxes. This tax charge included an amount relating to a drafting oversight that Congressional leaders expected to correct in calendar year 2005. On May 10, 2005, the Department of Treasury issued further guidance that addressed the drafting oversight. Dell is evaluating the impact of this regulatory guidance to determine the amount of the repatriation charge reduction to be recognized in the second quarter of fiscal 2006. The repatriation is required to be completed by the end of fiscal 2006. The condensed consolidated statement of income for the three month period ended April 29, 2005 does not include any provision for income taxes on the cumulative balance of Dell’s unremitted foreign earnings.

Statements in this report that relate to future results and events are forward-looking statements based on Dell’s current expectations. Actual results in future periods could differ materially from those projected in those forward-looking statements because of a number of risks and uncertainties. For a discussion of factors affecting Dell’s business and prospects, see “Item 1 — Business — Factors Affecting Dell’s Business and Prospects” in Dell’s Annual Report on Form 10-K for the fiscal year ended January 28, 2005.

All percentage amounts and ratios were calculated using the underlying data in thousands. Unless otherwise noted, all references to industry share and total industry growth data are for personal computers (including desktops, notebooks, and x86 servers), and are based on information provided by IDC Worldwide PC Tracker, May 31, 2005. Share data is for the calendar quarter, and all Dell growth rates are on a fiscal year-over-year basis. Unless otherwise noted, all references to time periods refer to Dell fiscal periods.

Executive Overview

Our Company

We are a leading global diversified technology provider focused on providing custom solutions and the best customer experience in the industry. Through our direct business model, we design, develop, manufacture, market, sell, and support a broad range of information technology systems and services that are uniquely designed to satisfy specific customer requirements. Our direct model begins and ends with our customers. We believe in entering the market quickly with new and relevant technology to meet changing customer needs, building each system to order, providing expert services tailored to differing customer needs, and maintaining low levels of inventory and capital investment. The unique strengths of our direct model facilitate our consistent delivery of profitability and strong performances across our business segments.

Industry

Our operating environment remains competitive and challenging. Recent economic reports indicate economic growth in both the United States and worldwide may be recovering at a moderate pace. During the first quarter of fiscal 2006 (three month period ended April 29, 2005) we continued to grow faster than the rest of the industry in all global regions and customer and product categories. Throughout the last quarter, we delivered strong operating results and strengthened our financial position.

Quarterly Performance Highlights

Future Outlook

Dell will continue to invest resources to support its worldwide expansion efforts, while focusing on the faster-growing and more profitable areas of the industry. We are building our infrastructure and new businesses, by adding additional call centers and increasing production capacity. We expect to fund these investments with our strong operating cash flows. Over time, we anticipate our international revenues will comprise an increasing percentage of the consolidated total.

Results of Operations

The following table summarizes the results of Dell’s operations for the three month periods ended April 29, 2005 and April 30, 2004:

Consolidated Revenue

We grew revenue across all regions and product categories. Revenue reached $13.4 billion for the first quarter of fiscal 2006, an increase of $1.8 billion or 16% from the same quarter last year. We produced 21% year-over-year growth in our international revenue. During the quarter, revenue outside the U.S. comprised 42% of consolidated revenue compared to 40% for the same period last year.

Revenues by Segment

Dell conducts operations worldwide and is managed in three geographic segments: the Americas, Europe, and Asia Pacific-Japan regions. The Americas region covers the U.S., Canada, and Latin America. Within the Americas, Dell is further divided into Business and U.S. Consumer. The Americas Business segment includes sales to corporate, government, healthcare, education, and small and medium business customers, while the U.S. Consumer segment includes sales primarily to individual consumers. The Europe region covers Europe, the Middle East, and Africa (“EMEA”). The Asia Pacific-Japan (“APJ”) region covers the Pacific Rim, including Australia and New Zealand.

The following table summarizes Dell’s revenue by segment:

Revenues by Product and Services Categories

Beginning this quarter we are providing new supplemental revenue reporting by product and services categories:

Gross Margin

Despite a competitive pricing environment, Dell’s gross margin as a percentage of revenue increased to 18.6% during the first quarter of fiscal 2006, compared to 18.0% during the first quarter of fiscal 2005. Our year-over-year improvement in gross margin is due to favorable pricing on certain commodity components, higher revenue to leverage fixed production costs and a favorable shift in product mix.

During the first quarter of fiscal 2006, we utilized component cost declines to achieve profitable growth as the cost environment improved. We expect the component cost environment to continue to be favorable during the second quarter of fiscal 2006 and will continue to adjust our pricing as necessary in response to future competitive and economic conditions. The strength of our direct-to-customer business model, as well as our strong liquidity position, position us to pursue share gains in any business climate.

As part of our focus on improving margins, we remain committed to reducing costs in three primary areas: manufacturing costs, warranty costs, and structural or design costs. Cost savings initiatives include providing certain customer technical support and back-office functions from cost-effective locations as well as driving more efficient processes and tools globally. We routinely pass cost reductions to our customers to improve customer value and increase share.

Operating Expenses

The following table summarizes Dell’s operating expenses:

Selling, general and administrative — During the three month period ended April 29, 2005, selling, general and administrative expenses increased 22%, to $1.2 billion compared to $991 million in the same quarter of fiscal 2005. We plan to continue investing in people, systems and infrastructure to support global expansion, as well as, increased marketing communications costs to stimulate customer sales.

Research, development and engineering — During the quarter, research, development and engineering expenses decreased slightly from the prior year. We continue to efficiently manage our R&D spending by targeting those innovations and products most valuable to our customers, and by relying upon the capabilities of our strategic partners. We have obtained 1,160 U.S. patents and have applied for 767 additional U.S. patents as of April 29, 2005.

Investment and Other Income, net

Investment and other income, net, primarily includes interest income and expense, gains and losses from the sale of investments, foreign exchange transaction gains and losses, and CIT’s 30% share of DFS’s net income. Investment and other income, net, increased from $49 million for the three month period ended April 30, 2004 to $59 million for the three month period ended April 29, 2005. This increase is primarily due to an increase in investment income earned on higher average balances of cash and investments, as well as higher interest rates during the three month periods of fiscal 2006 compared to fiscal 2005.

Income Taxes

Differences between the effective tax rate and the U.S. federal statutory rate of 35.0% principally result from our geographical distribution of taxable income and differences between the book and tax treatment of certain items. Our effective tax rate was 24.25% for the first quarter of fiscal 2006, compared to 28% for the same quarter in the prior fiscal year. The decline in our effective tax rate is due to a higher portion of operating profits being generated in lower foreign tax jurisdictions during the first quarter of fiscal 2006, as compared to a year ago.

Dell’s fiscal 2005 effective tax rate included a tax repatriation charge of $280 million pursuant to a favorable tax incentive provided by the American Jobs Creation Act signed into law on October 22, 2004. This tax charge included an amount relating to a drafting oversight that Congressional leaders indicated would be corrected during calendar year 2005. On May 10, 2005, the Department of Treasury issued further guidance that addressed the drafting oversight. We are evaluating the impact of this regulatory guidance to determine the amount of the repatriation charge reduction to be recognized in the second quarter of fiscal 2006. The repatriation is required to be completed by the end of fiscal 2006.

Liquidity and Capital Commitments

Liquidity

We ended the first quarter of fiscal 2006 with $13.4 billion in cash, cash equivalents, and investments, a year-over-year increase of $1.5 billion from April 30, 2004. We invest a large portion of our available cash in highly liquid and highly rated government, agency, and corporate debt securities of varying maturities at the date of acquisition. Our investment policy is to manage our investment portfolio to preserve principal and liquidity while maximizing the return through the full investment of available funds. The following table summarizes the results of Dell’s statement of cash flows for the three month periods ended April 29, 2005 and April 30, 2004:

Operating Activities — Cash provided by operating activities during the three month period ended April 29, 2005 was $1.2 billion, compared to $1.0 billion for the same period last year. Cash flows from operating activities resulted primarily from net income during both periods, which represents our principal source of cash. The year-over-year increase in operating cash flows during the first quarter of fiscal 2006 was primarily driven by an increase in net income.

Dell’s direct model allows us to maintain an efficient cash conversion cycle, which is among the leaders in our industry. The following table presents the components of our cash conversion cycle as of April 29, 2005 and January 28, 2005:

Days in accounts payable reached a record 75 days at the end of the period contributing to the negative 39 day cash conversion cycle. However, we expect our cash conversion cycle days to trend down to more historical levels in future periods.

We defer the cost of revenue associated with customer shipments not yet recognized as revenue until they are delivered. These deferred costs are included in our reported days of sales outstanding because we believe it presents a more accurate presentation of our days of sales outstanding and cash conversion cycle. These deferred costs are recorded in other current assets in our unaudited condensed consolidated statement of financial position and totaled $414 million and $430 million as of April 29, 2005 and January 28, 2005, respectively.

Investing Activities — Cash provided by investing activities for the three month period ended April 29, 2005 was $1.7 billion, compared to cash used in investing activities of $323 million for the same period last year. Cash provided by and used in investing activities principally consists of net maturities and sales or purchases of investments and capital expenditures for property, plant and equipment. During the three month period ended April 29, 2005, Dell re-invested a lower amount of proceeds from maturities and sales of investments to fund share repurchases.

Financing Activities — Cash used in financing activities during the three month period ended April 29, 2005 was $1.8 billion, compared to $1.0 billion during the same period last year. Financing activities primarily consist of the repurchase of Dell common stock, partially offset by proceeds from the issuance of common stock under employee stock plans and other items. Dell repurchased 50 million shares during the three month period ended April 29, 2005, compared to 34 million shares in the same period last year. The year-over-year increase in cash used in financing activities is due primarily to the increase in share repurchases.

Dell has typically generated annual cash flows from operating activities in amounts greater than net income, driven mainly by its efficient cash conversion cycle, the growth in accrued service liabilities and noncash depreciation and amortization expenses. Management currently believes that Dell’s fiscal 2006 cash flows from operations will exceed net income and be more than sufficient to support Dell’s operations and capital requirements. Dell currently anticipates that it will continue to utilize its strong liquidity and cash flows from operations to repurchase its common stock, make capital investments, and fund DFS’s operations.

Capital Commitments

Share Repurchases — Dell has a share repurchase program that authorizes the purchase of common stock to return cash to stockholders and manage dilution resulting from shares issued under Dell’s employee stock plans. On March 3, 2005, Dell’s Board of Directors amended the plan to increase the number of authorized shares available for repurchase by 250 million to 1.5 billion, and the aggregate dollar cost threshold by $10 billion to $30 billion. Dell expects to repurchase shares of common stock through a systematic program of open market purchases. During the three month period ended April 29, 2005, Dell repurchased 50 million shares at an aggregate cost of $2.0 billion; see “Part II — Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds.” Dell evaluates its share repurchase program quarterly and expects share repurchases during the second quarter of fiscal 2006 to be at least $1.4 billion.

Capital Expenditures — Dell spent approximately $143 million on property, plant, and equipment during the three month period ended April 29, 2005. Product demand and mix, as well as ongoing investments in operating and information technology infrastructure, influence the level and prioritization of Dell’s capital expenditures. Capital expenditures for all of fiscal 2006 are currently expected to be approximately $800 million.

Restricted Cash — Pursuant to the joint venture agreement between DFS and CIT, DFS is required to maintain certain escrow cash accounts that are held as recourse reserves for credit losses, performance fee deposits related to Dell’s private label credit card and deferred servicing revenue. Due to the consolidation of DFS during the third quarter of fiscal 2004, $468 million and $438 million in restricted cash is included in other current assets as of April 29, 2005 and January 28, 2005, respectively.

Contractual Cash Obligations

Operating Leases — Dell leases property and equipment, manufacturing facilities, and office space under non-cancelable leases. Certain of these leases obligate Dell to pay taxes, maintenance, and repair costs. Our future operating lease commitments increased from $257 million at January 28, 2005 to $270 million at April 29, 2005.

Purchase Obligations — Our purchase obligations increased from $107 million at January 28, 2005 to approximately $226 million at April 29, 2005, primarily due to commitments entered into in connection with the construction of our new North Carolina manufacturing facility.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004) (“SFAS No. 123(R)”), Share-Based Payment, which replaced SFAS No. 123, Accounting for Stock-Based Compensation, and superseded Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition. Under SFAS No. 123(R), Dell must determine the appropriate fair value method to be used for valuing share-based payments, the amortization method of compensation cost and the transition method to be used at the date of adoption.

In April 2005, the Securities Exchange Commission (“SEC”) amended Rule 401(a) of Regulation S-X to delay the effective date for compliance with SFAS No. 123(R). Based on the amended rule, Dell is required to adopt SFAS No. 123(R) effective the beginning of its fiscal year 2007. Dell is evaluating the requirements of SFAS No. 123(R) and expects that the adoption of SFAS No. 123(R) will have a material effect on its results of operations and earnings per share. Dell has not yet determined its method of adoption of SFAS No. 123(R). See “Footnote 3, Earnings Per Common Share and Pro Forma Effects of Stock-Based Compensation” for the pro forma impact of SFAS No. 123(R).

Factors Affecting Dell’s Business and Prospects

There are many factors that affect Dell’s business and the results of its operations, some of which are beyond Dell’s control. Actual results in future periods could differ materially from those projected in Dell’s forward-looking statements because of a number of risks and uncertainties, including general economic, business and industry conditions; the level and intensity of competition in the technology industry and the pricing pressures that have resulted; local economic and labor conditions, political instability, unexpected regulatory changes, trade protection measures, changes in tax laws; fluctuations in foreign currency exchange rates; the ability to accurately predict product, customer and geographic sales mix; the ability to timely and effectively manage periodic product transitions; reliance on third-party suppliers for product components, including dependence on several single-source supplier relationships; the ability to effectively manage operating costs; the level of demand for the products and services Dell offers; the ability to manage inventory levels to minimize excess inventory, declining inventory values and obsolescence; and the effect of armed hostilities, terrorism, natural disasters and public health issues on the global economy generally, on the level of demand for Dell’s products and services and on Dell’s ability to manage its supply and delivery logistics in such an environment. For a discussion of these and other factors affecting Dell’s business and prospects, see “Item 1 — Business — Factors Affecting Dell’s Business and Prospects” in Dell’s Annual Report on Form 10-K for the fiscal year ended January 28, 2005.

For a description of Dell’s market risks, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk” in Dell’s Annual Report on Form 10-K for the fiscal year ended January 28, 2005. Dell’s exposure to market risks has not changed materially from the description in the Annual Report on Form 10-K.

Evaluation of Disclosure Controls and Procedures — Dell’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of Dell’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, Dell’s disclosure controls and procedures were effective.

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 first quarter of fiscal 2006. Based on that evaluation, management concluded that there has been no change in Dell’s internal control over financial reporting during the first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, Dell’s internal control over financial reporting.

PART II — OTHER INFORMATION

Dell is subject to various legal proceedings and claims arising in the ordinary course of business. Dell’s management does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on Dell’s financial condition, results of operations, or cash flows.

Dell has a share repurchase program that authorizes the company to purchase shares of common stock in order to both distribute cash to stockholders and manage dilution resulting from shares issued under Dell’s equity compensation plans. As of April 29, 2005, Dell’s share repurchase program authorized the purchase of up to 1.5 billion shares of common stock at an aggregate cost not to exceed $30 billion. The following are details of repurchases under this program for the period covered by this report:

(a) Exhibits — See Index to Exhibits below.

SIGNATURE

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 thereunto duly authorized.

INDEX TO EXHIBITS