11-K 1 d90770e11-k.htm FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 2000 Dell Computer Corporation Form 11-K
TABLE OF CONTENTS

REQUIRED INFORMATION
Report of Independent Accountants
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Financial Statement Schedules
Schedule -- I; Plan Investments at December 31, 2000
SIGNATURES
EX-23 Consent of Independent Public Accountants


Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2000

Commission File Number: 333-69724

DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the Plan)

DELL COMPUTER CORPORATION
(Name of issuer of the securities held pursuant to the Plan)

807 Las Cimas Parkway
Austin, Texas 78746

(Address of issuer’s principal executive offices and address of the Plan)



 


Table of Contents

REQUIRED INFORMATION

             
Page

1.
Report of Independent Accountants
1
2.
Financial Statements:
a. Statements of Net Assets Available for Benefits at December 31, 2000 and 1999 2
b. Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2000, 1999, and 1998 3
3.
Notes to Financial Statements
4
4.
Financial Statement Schedules:
9
a. Schedule I — Plan Investments at December 31, 2000 9
b. Schedule II — Allocation of Assets and Liabilities to Investment Program as of December 31, 2000 and 1999 10
c. Schedule III — Allocation of Income and Changes in Plan Equity to Investment Program for the Years Ended December 31, 2000, 1999, and 1998 12
5.
Signatures
15
6.
Exhibit 23 — Consent of Independent Accountants

 


Table of Contents

Report of Independent Accountants

To the Participants and Deferred Compensation Committee
of the Dell Computer Corporation Deferred Compensation Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Dell Computer Corporation Deferred Compensation Plan (the “Plan”) at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years ended December 31, 2000, 1999 and 1998, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information required to be set forth therein when read in conjunction with the financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Austin, Texas
June 29, 2001

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Table of Contents

Dell Computer Corporation Deferred Compensation Plan
Statements of Net Assets Available for Benefits (in thousands)


                     
December 31,
2000 1999


ASSETS
Cash and cash equivalents
$ 6 $ 6
Participant directed investments:
Dell Computer Corporation money market investments
301 334
Dell Computer Corporation common stock, at market value
3,503 7,139
Registered investment funds, at market value
29,861 23,422


Total Investments
33,665 30,895
Contributions receivable
3,684 2,198
Interest receivable
25 12


Total Assets
37,380 33,111


LIABILITIES
Unsettled trades
34
Accrued administrative expenses
127 132


Total Liabilities
127 166


Net assets available for benefits
$ 37,253 $ 32,945


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

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Dell Computer Corporation Deferred Compensation Plan
Statements of Changes in Net Assets Available for Benefits (in thousands)


                                 
For the Year Ended December 31,
2000 1999 1998



Additions:
Additions to net assets attributed to:
Investment income:
Interest income
$ 247 $ 106 $ 57
Dividend income
3,236 1,094 722
Realized appreciation of investments
590 887 177
Unrealized appreciation of investments
4,803 2,464



Net Investment Income
4,073 6,890 3,420
Contributions:
Participant contributions
10,329 6,634 4,496
Employer contributions
309 472 289



Total Contributions
10,638 7,106 4,785



Total Additions
14,711 13,996 8,205



Deductions:
Withdrawals
(519 ) (417 ) (143 )
Unrealized depreciation of investments
(9,752 )
Administrative expenses
(132 ) (126 ) (190 )



Total Deductions
(10,403 ) (543 ) (333 )



Net Increase
4,308 13,453 7,872
Net assets available for benefits:
Beginning of year
32,945 19,492 11,620



End of year
$ 37,253 $ 32,945 $ 19,492



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

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Dell Computer Corporation Deferred Compensation Plan
Notes to Financial Statements


Note 1 — DESCRIPTION OF THE PLAN

      General — Dell Computer Corporation (the “Company”, “Plan Sponsor”) adopted the Dell Computer Corporation Deferred Compensation Plan (the “Plan”) effective May 1, 1991. The following brief description of the Plan, as amended, provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
      The Plan is a non-qualified, deferred compensation plan designed to bridge the gap between the amounts that can be contributed to the Dell Computer Corporation 401(k) Plan and the amount to tax-shelter for the year. The Plan is open to employees at the Director, Vice President, President and CEO levels. Participation in the Plan is at the election of the employee. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
 
      Employee Contributions — Contributions are made to the Plan by the Company on behalf of each eligible participant based upon the participant’s elected compensation deferral through payroll deductions. The deferrals are funded by the Company at the end of each payroll period. In 2000, 1999 and 1998, eligible participants were able to contribute 1% to 100% of their eligible compensation plus 1% to 100% of any annual bonus, in whole percentages. All contributions and account balances are subject to creditors of the Company in the event of the Company’s bankruptcy.
 
      Employer Contributions — The Company may credit a participant’s account with an amount, if any, as the Company in its sole discretion shall determine. Such credits may be made on behalf of some participants but not others, and such credits may vary in amount among individual participants. Employer contributions are made according to each participant’s fund elections. During 2000, 1999, and 1998, employer matching contributions were 3% of eligible compensation for all participants, subject to legally imposed maximum employer match limits.
 
      Participant Terminations — Matching contributions forfeited by unvested terminated participants may be used by the Company to offset future matching contributions. At December 31, 2000 and 1999, forfeited non-vested account balances were $0 and $12,437,000, respectively. Forfeitures used to reduce employer matching contributions during 2000, 1999 and 1998 were $7,214,000, $9,850,000 and $12,518,000, respectively.
 
      Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. In the event of Plan termination, participants will become 100% vested in their accounts.
 
      Number of Participants — The number of participants in the Plan at December 31, 2000, 1999, and 1998 were 133, 186, and 127 participants, respectively.
 
      Vesting — Participants are immediately vested in their contributions and earnings. A participant vests 20% in employer matching contributions after one year of service and 20% annually thereafter. If a participant is re-employed before a five-year break in service has occurred, the participant’s vesting will continue as if the break in service had not occurred.

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Dell Computer Corporation Deferred Compensation Plan
Notes to Financial Statements


      Administration — Plan assets are held in trust by Chase Manhattan Bank (the “Trustee”). Effective January 26, 2000, the Plan entered into a contract with Hewitt Services LLC (“Hewitt”) to serve as the Plan’s record keeper, Hewitt replaces Automatic Data Processing, Inc. as record keeper for the Plan. Administrative expenses are primarily paid by the participants of the Plan. General administrative expenses are allocated to participant accounts on a pro-rata basis of fund balances.
 
      Grantor Trust — The Company established a Grantor (Rabbi) Trust in March 1997. The Trust shall be governed by and subject to the terms of a trust agreement entered into between the Company, as Grantor, and the Trustee.
 
      Participant Accounts — Each participant account is credited with the participant’s contribution and allocations of the Company’s contribution and Plan earnings offset by Plan administrative expenses. Each day, the Trustee calculates earnings and allocates gains and losses to each participant’s account. The benefit to which a participant is entitled is limited to the participant’s vested account balance.
 
      Investment Options — Participants may direct their account balance and future contributions to any combination of eight pre-approved funds. Participants can transfer the current balance of employee contributions among the investment options or change the direction of their future contributions daily.
 
      The following presents investments that represent 5% or more of the Plan’s net assets (in thousands):

                   
December 31,
2000 1999


Participant Directed Investments:
Dodge & Cox Stock Fund
$ 8,202 $ 6,009
Dodge & Cox Balanced Fund
2,809 2,040
STIF Money Market Fund
4,485 2,872
American Euro Pacific Growth Fund
8,388 9,013
PIMCO Total Return Fund
2,471
Neuberger Berman Genesis Fund
1,991
PBHG Growth Fund
1,558
Dell Computer Corporation Stock Fund
3,503 7,139

      Tax Status — All income, deductions and credits under the Plan belong to the Plan Sponsor, the Company, for income tax purposes and will be included on the Plan Sponsor’s income tax returns. The Plan Sponsor pays any federal, state and local taxes on the Plan, or any part thereof, and on the income therefrom. Participants are not taxed on their benefits until withdrawn from the Plan.

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Accounting — The financial statements of the Plan are prepared under the accrual method of accounting, in accordance with generally accepted accounting principles. The Company has adopted AICPA Statement of Position (“SOP’) 99-3, “Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters” as allowed by the SOP. The objective of SOP 99-3 is to reduce the increasing compliance burden on defined contribution plans and improve comparability of financial statement information. SOP 99-3 releases participant-directed defined contribution plans from the requirement to disclose individual fund information.

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Dell Computer Corporation Deferred Compensation Plan
Notes to Financial Statements


      Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires the use of management’s estimates. These estimates are subjective in nature and involve judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at fiscal year end and the reported amounts of additions and deductions during the fiscal year. Actual results could differ from those estimates.
 
      Risks and Uncertainties — Financial instruments which potentially subject the Plan to concentrations of credit risk consist primarily of securities in which the Plan invests. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the near-term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
      Cash and Cash Equivalents — The Plan considers all liquid investments with original maturities of three months or less to be classified as cash equivalents. Cash equivalents are stated at cost, which approximates market value.
 
      Investments — Investments are recorded at acquisition cost on a trade-date basis, which includes brokerage commissions, and are revalued each business day based upon quoted market prices.
 
      In the statement of changes in net assets available for benefits, the Plan presents the realized appreciation and depreciation on investments and the unrealized appreciation or depreciation in the fair value of investments. Net appreciation or depreciation is determined based on the difference between average cost of the investments and the market value as of each valuation date of such investment. Average cost is determined based on the weighted average cost of all investments purchased less any dispositions during the Plan year.
 
      Registered investment fund costs at December 31, 2000 and 1999 were $29,227,000 and $19,248,000 respectively. Dell Computer Corporation Stock Fund costs at December 31, 2000 and 1999 were $6,138,000 and $3,595,000, respectively.
 
      Distributions — Plan distributions are recorded when paid.

Note 3 — REALIZED NET APPRECIATION ON INVESTMENTS (in thousands):

        The schedule below illustrates net realized gains on investments by investment type:

                             
Net Realized
Proceeds Cost Gains



For the year ended December 31, 2000
Dell Computer Corporation Stock Fund
$ 6,601 $ 6,152 $ 449
Registered investment funds
10,564 10,423 141



Total
$ 17,165 $ 16,575 $ 590



For the year ended December 31, 1999
Dell Computer Corporation Stock Fund
$ 4,577 $ 3,849 $ 728
Registered investment funds
2,756 2,597 159



Total
$ 7,333 $ 6,446 $ 887



For the year ended December 31, 1998
Dell Computer Corporation Stock Fund
$ 1,329 $ 1,250 $ 79
Registered investment funds
3,075 2,977 98



Total
$ 4,404 $ 4,227 $ 177



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Dell Computer Corporation Deferred Compensation Plan
Notes to Financial Statements


Note 4 — UNREALIZED NET APPRECIATION OR DEPRECIATION ON INVESTMENTS (in thousands):

        The schedule below illustrates total unrealized net appreciation or depreciation of investments by investment type:

                             
For the period ended December 31,
2000 1999 1998



Unrealized appreciation at the beginning of the period:
Dell Computer Corporation Stock Fund
$ 3,878 $ 2,676 $ 136
Registered investment funds
4,174 573 649



Total
$ 8,052 $ 3,249 $ 785



Unrealized appreciation (depreciation) for the period:
Dell Computer Corporation Stock Fund
$ (6,212 ) $ 1,202 $ 2,540
Registered investment funds
(3,540 ) 3,601 (76 )



Total
$ (9,752 ) $ 4,803 $ 2,464



Unrealized appreciation (depreciation) at the end of the period:
Dell Computer Corporation Stock Fund
$ (2,334 ) $ 3,878 $ 2,676
Registered investment funds
634 4,174 573



Total
$ (1,700 ) $ 8,052 $ 3,249



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Financial Statement Schedules

8


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Dell Computer Corporation Deferred Compensation Plan
Schedule I — Plan Investments at December 31, 2000 (dollars in thousands)


                 
Shares Held Market Value


Dodge & Cox Stock Fund
84,842 $ 8,202
PIMCO Total Return Fund
237,787 $ 2,471
Dodge & Cox Balanced Fund
44,299 $ 2,809
STIF Money Market Fund
4,485 $ 4,485
American Euro Pacific Growth Fund
267,558 $ 8,388
PBHG Growth Fund
98,703 $ 1,515
Neuberger Berman Genesis Fund
106,641 $ 1,991
Dell Computer Corporation Stock Fund — Dell Stock
200,914 $ 3,503
Dell Computer Corporation Stock Fund — Money Market
300,553 $ 301

9


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Dell Computer Corporation Deferred Compensation Plan
Schedule II — Allocation of Assets and Liabilities to Investment Program
As of December 31, 2000 (in thousands)

                                                                             
American Neuberger Dell Computer
Dodge & Cox PIMCO Total Dodge & Cox STIF Money Euro Pacific PBHG Growth Berman Genesis Corporation
Stock Fund Return Fund Balanced Fund Market Fund Growth Fund Fund Fund Stock Fund Total









ASSETS
Cash and cash equivalents
$ 6 $ $ $ $ $ $ $ $ 6
Investments:
Dell Computer Corporation money market investments
301 301
Dell Computer Corporation common stock, at market value
3,503 3,503
Registered investment funds at market value
8,202 2,471 2,809 4,485 8,388 1,515 1,991 29,861









Total Investments
8,202 2,471 2,809 4,485 8,388 1,515 1,991 3,804 33,665
Contributions receivable
896 272 308 495 913 165 218 417 3,684
Interest Receivable
23 2 25









Total Assets
9,104 2,743 3,117 5,003 9,301 1,680 2,209 4,223 37,380









LIABILITIES
Unsettled trades
Accrued administrative expenses
53 5 10 4 46 2 2 5 127









Total liabilities
53 5 10 4 46 2 2 5 127









Net assets available for benefits
$ 9,051 $ 2,738 $ 3,107 $ 4,999 $ 9,255 $ 1,678 $ 2,207 $ 4,218 $ 37,253









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Dell Computer Corporation Deferred Compensation Plan
Schedule II — Allocation of Assets and Liabilities to Investment Program
As of December 31, 1999 (in thousands)

                                                                             
American Neuberger Dell Computer
Dodge & Cox PIMCO Total Dodge & Cox STIF Money Euro Pacific PBHG Growth Berman Genesis Corporation
Stock Fund Return Fund Balanced Fund Market Fund Growth Fund Fund Fund Stock Fund Total









ASSETS
Cash and cash equivalents
$ 6 $ $ $ $ $ $ $ $ 6
Investments:
Dell Computer Corporation money market investments
334 334
Dell Computer Corporation common stock at market value
7,139 7,139
Registered investment funds at market value
6,009 1,227 2,040 2,872 9,013 1,558 703 23,422









Total Investments
6,009 1,227 2,040 2,872 9,013 1,558 703 7,473 30,895
Contribution Receivable
422 87 144 203 634 114 46 548 2,198
Interest Receivable
11 1 12









Total Assets
6,437 1,314 2,184 3,086 9,647 1,672 749 8,022 33,111









LIABILITIES
Unsettled trades
34 34
Accrued administrative expenses
39 5 10 9 50 4 1 14 132









Total Liabilities
39 5 10 9 50 4 1 48 166









Net assets available for benefits
$ 6,398 $ 1,309 $ 2,174 $ 3,077 $ 9,597 $ 1,668 $ 748 $ 7,974 $ 32,945









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Dell Computer Corporation Deferred Compensation Plan
Schedule III — Allocation of Income and Changes in Plan Equity to Investment Program
For the Year Ended December 31, 2000 (in thousands)

                                                                                 
American Neuberger Dell Computer
Dodge & Cox PIMCO Total Dodge & Cox STIF Money Euro Pacific PBHG Growth Berman Genesis Corporation
Stock Fund Return Fund Balanced Fund Market Fund Growth Fund Fund Fund Stock Fund Total









Additions:
Additions to net assets attributed to:
Investment income:
Interest income
$ $ $ $ 227 $ $ $ $ 20 $ 247
Dividend income
1,366 125 444 928 264 109 3,236
Realized appreciation (depreciation) of investments
60 (1 ) (12 ) 172 (96 ) 18 449 590









Net Investment Income
1,426 124 432 227 1,100 168 127 469 4,073
Contributions:
Participant contributions
2,044 747 736 2,692 1,592 395 753 1,370 10,329
Employer contributions
64 26 22 88 74 9 28 (2 ) 309









  Total Contributions
2,108 773 758 2,780 1,666 404 781 1,368 10,638
  Total Additions
3,534 897 1,190 3,007 2,766 572 908 1,837 14,711









Deductions:
Withdrawals
(163 ) (3 ) (58 ) (128 ) (94 ) (35 ) (6 ) (32 ) (519 )
Unrealized appreciation (depreciation) of investments
(303 ) 106 (78 ) (2,863 ) (653 ) 251 (6,212 ) (9,752 )
Administrative expenses
(39 ) (6 ) (10 ) (9 ) (35 ) (7 ) (6 ) (20 ) (132 )









  Total Deductions
(505 ) 97 (146 ) (137 ) (2,992 ) (695 ) 239 (6,264 ) (10,403 )
Net increase (decrease) in assets prior to interfund transfers
3,029 994 1,044 2,870 (226 ) (123 ) 1,147 (4,427 ) 4,308
Interfund transfers
(376 ) 435 (111 ) (948 ) (116 ) 133 312 671









Net Increase (Decrease)
2,653 1,429 933 1,922 (342 ) 10 1,459 (3,756 ) 4,308
Net assets available for benefits:
Beginning of year
6,398 1,309 2,174 3,077 9,597 1,668 748 7,974 32,945









End of year
$ 9,051 $ 2,738 $ 3,107 $ 4,999 $ 9,255 $ 1,678 $ 2,207 $ 4,218 $ 37,253









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Dell Computer Corporation Deferred Compensation Plan
Schedule III — Allocation of Income and Changes in Plan Equity to Investment Program
For the Year Ended December 31, 2000 (in thousands)

                                                                                 
American Neuberger Dell Computer
Dodge & Cox PIMCO Total Dodge & Cox STIF Money Euro Pacific PBHG Growth Berman Genesis Corporation
Stock Fund Return Fund Balanced Fund Market Fund Growth Fund Fund Fund Stock Fund Total









Additions:
Additions to net assets attributed to:
Investment income:
Interest income
$ 6 $ $ $ 85 $ $ $ $ 15 $ 106
Dividend income
449 70 188 333 50 4 1,094
Unrealized appreciation (depreciation) of investments
381 (64 ) (21 ) 2,583 670 52 1,202 4,803
Realized appreciation (depreciation) of investments
110 (8 ) 7 46 (1 ) 5 728 887









Net Investment Income
946 (2 ) 174 85 2,962 719 61 1,945 6,890
Contributions:
Participant contributions
1,111 356 441 1,372 1,123 148 599 1,484 6,634
Employer contributions
71 22 38 124 151 7 29 30 472









  Total Contributions
1,182 378 479 1,496 1,274 155 628 1,514 7,106
  Total Additions
2,128 376 653 1,581 4,236 874 689 3,459 13,996









Deductions:
Withdrawals
(108 ) (1 ) (61 ) (72 ) (11 ) (164 ) (417 )
Administrative expenses
(39 ) (4 ) (11 ) (12 ) (40 ) (4 ) (2 ) (14 ) (126 )









  Total Deductions
(147 ) (5 ) (72 ) (84 ) (51 ) (4 ) (2 ) (178 ) (543 )
Net increase in assets prior to interfund transfers
1,981 371 581 1,497 4,185 870 687 3,281 13,453
Interfund transfers
(475 ) (60 ) 252 353 784 (29 ) (305 ) (520 )









Net Increase
1,506 311 833 1,850 4,969 841 382 2,761 13,453
Net assets available for benefits:
Beginning of year
4,892 998 1,341 1,227 4,628 827 366 5,213 19,492









End of year
$ 6,398 $ 1,309 $ 2,174 $ 3,077 $ 9,597 $ 1,668 $ 748 $ 7,974 $ 32,945









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Dell Computer Corporation Deferred Compensation Plan
Schedule III — Allocation of Income and Changes in Plan Equity to Investment Program
For the Year Ended December 31, 1998 (in thousands)

                                                                                 
American Neuberger Dell Computer
Dodge & Cox PIMCO Total Dodge & Cox STIF Money Euro Pacific PBHG Growth Berman Genesis Corporation
Stock Fund Return Fund Balanced Fund Market Fund Growth Fund Fund Fund Stock Fund Total









Additions:
Additions to net assets attributed to:
Investment income:
Interest income
$ $ $ $ 46 $ $ $ $ 11 $ 57
Dividend income
383 75 97 157 10 722
Unrealized appreciation (depreciation) of investments
(248 ) (12 ) (55 ) 255 (12 ) (4 ) 2,540 2,464
Realized appreciation (depreciation) of investments
23 1 15 2 65 (7 ) (1 ) 79 177









Net Investment Income
158 64 57 48 477 (19 ) 5 2,630 3,420
Contributions:
Participant contributions
900 270 442 510 460 399 229 1,286 4,496
Employer contributions
59 13 28 36 106 5 18 24 289









  Total Contributions
959 283 470 546 566 404 247 1,310 4,785
  Total Additions
1,117 347 527 594 1,043 385 252 3,940 8,205









Deductions:
Withdrawals
(71 ) (11 ) (31 ) (7 ) (10 ) (13 ) (143 )
Administrative expenses
(54 ) (8 ) (13 ) (13 ) (47 ) (7 ) (2 ) (46 ) (190 )









  Total Deductions
(125 ) (19 ) (44 ) (20 ) (57 ) (7 ) (2 ) (59 ) (333 )
Net increase in assets prior to interfund transfers
992 328 483 574 986 378 250 3,881 7,872
Interfund transfers
(72 ) 89 (171 ) (265 ) (3 ) 20 116 286









Net Increase
920 417 312 309 983 398 366 4,167 7,872
Net assets available for benefits:
Beginning of year
3,972 581 1,029 918 3,645 429 1,046 11,620









End of year
$ 4,892 $ 998 $ 1,341 $ 1,227 $ 4,628 $ 827 $ 366 $ 5,213 $ 19,492









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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

               
DELL COMPUTER CORPORATION
DEFERRED COMPENSATION PLAN
 
By: Benefits Administration Committee of the Dell Computer Corporation Deferred Compensation Plan
 
Date:
September 20, 2001 By: /s/ THOMAS B. GREEN
Thomas B. Green
Chairman of Benefits Administration Committee

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EXHIBIT INDEX

         
EXHIBIT
NUMBER DESCRIPTION


23
Consent of Independent Accountants