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7/22/2010
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Dell Settles SEC Charges, Pays $100 Million

Dell neither admitted nor denied SEC allegations that it used fraudulent accounting to appear to meet Wall Street earnings targets in agreeing to pay $100 million in civil penalties.

Dell has agreed to pay $100 million in civil penalties to settle U.S. Securities and Exchange Commission charges that the company used fraudulent accounting to appear to meet Wall Street earnings targets.

In addition, the SEC said Thursday company founder Michael Dell agreed to pay a $4 million penalty for failing to disclose payments the company received from Intel for not using processors from the latter company's main rival Advanced Micro Devices. The exclusivity payments made it possible for company Dell to meet or exceed financial analysts' earnings estimates from fiscal year 2002 through fiscal year 2006.

The company and founder Dell released a statement saying they agreed to the settlements "without admitting or denying the allegations in the SEC's complaint, as is consistent with standard SEC practice." The settlements will have to be approved by a U.S. District Court.

The SEC claimed that Dell's earnings were driven by Intel's exclusivity payments that grew from 10% of Dell's operating income in fiscal year 2003 to 76% in the first quarter of 2007. In addition, Dell senior accounting executives maintained a series of "cookie jar" reserves that they used to cover shortfalls in operating results from fiscal years 2002 to 2005.

Agreeing to pay penalties along with founder Dell were former CEO Kevin Rollins and ex-chief financial officer James Schneider, the SEC said. Rollins and Schneider agreed to pay $4 million and $3 million, respectively.

Nicholas Dunning, former regional VP of finance, and Leslie Jackson, former assistant controller, also agreed to settle SEC charges. Dunning and Jackson were each barred from appearing or practicing as an accountant before the SEC for three years.

"Accuracy and completeness are the touchstones of public company disclosure under the federal securities laws," Robert Khuzami, director of the SEC's Division of Enforcement, said in a statement. "Michael Dell and other senior Dell executives fell short of that standard repeatedly over many years, and today they are held accountable."

The $100 million settlement was expected. In June, Dell said it had restated first quarter results in order to include its liability in the SEC case.

Founder Dell on Thursday said he and the company were "pleased to have resolved this matter."

"We are committed to maintaining clear and accurate reporting of our periodic results, supporting our customers, and executing our growth strategy," he said.

Sam Nunn, director of Dell's board, said the settlement marked the final chapter in the SEC's five-year investigation. "Dell's board reaffirms its unanimous support for Michael Dell's continued leadership, and the management team in its ongoing commitment to transparent accounting, integrity in financial reporting and strong corporate governance," he said.

Intel in November 2009 announced a $1.25 billion antitrust settlement with AMD, which had sued its rival for paying computer makers to shut out AMD. The settlement followed a record $1.5 billion antitrust fine levied by the European Union, which accused Intel of using monopolistic tactics to bolster its market position.

Still pending are lawsuits filed against Intel by the New York attorney general's office and the U.S. Federal Trade Commission.

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