SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Perot Systems Corporation

(Name of Subject Company (Issuer))

DII – Holdings Inc.

(Offeror)

an indirect, wholly-owned subsidiary of

Dell Inc.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)

714265105
(CUSIP Number of Class of Securities)

Lawrence P. Tu
Senior Vice President and General Counsel
One Dell Way
Round Rock, Texas 78682
Phone (512) 338-4400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Robert L. Kimball
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
(214) 220-7700

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable*	Not applicable*

*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o	Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

SCHEDULE TO

     This filing on Schedule TO relates to a planned tender offer by DII — Holdings Inc. (the “Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), to purchase all outstanding shares of Class A Common Stock, par value $0.01 per share, of Perot Systems Corporation, a Delaware corporation (“Perot Systems”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of September 20, 2009, by and among Dell, the Purchaser and Perot Systems.

     The tender offer described in this document has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an offer to sell securities of Perot Systems. At the time the tender offer is commenced, Dell and the Purchaser will file a tender offer statement with the U.S. Securities and Exchange Commission (the “SEC”), and will mail an offer to purchase, letter of transmittal and related tender offer documents to Perot Systems’ stockholders. The tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement that will be filed by Perot Systems with the SEC will contain important information, including the various terms of, and conditions to, the tender offer that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’ stockholders at no expense to them. In addition, these documents will be available at no charge on the SEC’s web site at www.sec.gov.

Item 12. Exhibits.

Exhibit	Exhibit Name
99.1	Transcript of Dell town hall meeting held on September 21, 2009.
99.2	Transcript of call with industry analysts on September 21, 2009.
99.3	Emails and blog posts distributed to various Dell teams on September 22, 2009.
99.4	Transcript of Dell audiocasts distributed to global employees on September 22, 2009.

2

EX-99.1

Exhibit 99.1

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

Page 1

DELL INC.

Moderator: Michael Dell
September 21, 2009
1:30 p.m. CT

Michael Dell:	Good afternoon everyone. Today is an important and historic day for our company and also for Perot Systems. I would like to welcome some of our colleagues from Perot Systems. We have Ross Perot, Jr., here. Ross is the Chairman of the company and upon completion of the acquisition Ross will joining the Dell Board of Directors.
	And we also have Peter Altabef. He is the CEO of Perot Systems and he will become the leader of the Perot Systems services business within Dell upon completion of this transaction.
	I’d also like to introduce Russell Freeman and Anurag Jain, two other important members of the team and welcome you all here. What we are doing is creating a much larger services and solutions capability. And for those of you who have been paying close attention you know that we have a strategy at Dell to be a best value solutions integrator to enable our customers to create the efficient enterprise.
	Dell and Perot Systems have already been working together for the last few years. And in that working relationship we have learned a lot about each other and the opportunities that we have. And what we see in Perot Systems is an incredibly complimentary set of capabilities that match very, very well with our own. And combined together allow us to go pursue all kinds of new customer opportunities in new geographies with some of the great strengths that they have and some of our own strength.
	And so we are super excited to see this day come about and especially excited that we didn’t have any leaks. And there are lots of questions to be answered. There are lots of questions I’m sure on your minds, but the main message here

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

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	is this is really about growth and it’s about new opportunities. And it’s going to create significant opportunities for us to expand.
	So I’m very excited about this. I believe with the growing strength of our enterprise, product portfolio and an increased services and solutions capability with some specific strength in key areas, we are going to be able to be much more formidable than we have. So, this is a great and exciting day.
	One of the other key things that we found in the Perot Systems team was a fantastic set of leaders and a great culture. And we believe that the addition of those leaders in to the Dell organization and particularly helping us create a much stronger services organizations will be very key. It is a — it is a organization that was started in 1988 by Ross’s father. Who also incidentally founded the entire industry some number of years earlier and so we are thrilled to bring this great set of leaders in to our company and all the opportunities that that creates.
	Now, until the transaction is closed really not a whole lot is going to change. We will continue to operate as two separate businesses, albeit we had series of things we were doing together beforehand, we will continue to do those. And once we are integrated together, then we will continue on in a new way with a new set of opportunities, but I wouldn’t expect a lot of changes and certainly we don’t want to create changes or disruption so all of you should continue to do the great work you are doing.
	So, now let me stop there, I want to introduce Ross Perot, Jr., and ask him to come on up here and tell a little bit about this from his perspective. We are going to take some time at the end for your questions. So, Ross?
Ross Perot, Jr.:	Michael, thank you. Well, thank you very much. It’s a great honor for me to be here with the Perot Systems team and as Michael told you we have been in this business a long time. Nineteen sixty two is when my father started and became the founder of technology services. He was a salesman at IBM. He became the number one salesman for IBM within the first month of the year. He sold his quota and IBM would not allow him to sell more computers and

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

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he said,look you know I need more computers, I’ve got more, more another 11 months to go and IBM wouldn’t give him any more quota.

And he learnt what his first grade lessons of starting a company, is never let your salesman run out of quota. So, I assure you and Michael, I’m sure at Dell, if you have — you run out of your quota I don’t think it will be any trouble if Michael will give you a little bit more to keep selling.

And that’s what we are all about. We are about sales. We are about taking care of our clients. And we started that first company in 1962, became a very successful company Brand X. We sold that in the mid-80s and then very quickly we started Perot Systems again. And we started Perot Systems with eight founders and we have been entrepreneurial from the very beginning. My father never would put much money in to Perot Systems. He made us always scramble for everything and we put very little money, we started this firm with his very entrepreneurial culture, very aggressive culture and we grew quickly around the world.

We have always been the small player in the industry going against your competitors, your giant competitors and we at Perot have been able to beat the large — our larger competitors on a regular basis. We had to pick our spot, we had to work very hard, be very focused and have a fabulous team of people, great leaders so we could do it.

And when Michael and as you realize you have a very unique Chairman, Founder and CEO in Michael. He is a great salesman and I’ve had the privilege of knowing Michael since the 80s. We’ve been friends and our families have been friends and Michael started working on me a couple of years ago saying you know we ought of think about putting these companies together. And that was not our intent and wasn’t our interest, so as I told Michael, I mean our goal is to sell him something.

And by golly we did and Michael was shrewd enough to say, OK. You know I’m going to pull you guys in here and get to know you a little bit. I will do a test drive and that’s what he did. We put a great team in here, our leadership with Scott MacFarlane and Steve Curts and we found that the teams and the

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

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companies worked extremely well together. The cultures were very good and we go-to-market together and it worked and it really worked and we started to see the energy at Perot Systems of working with Dell. I think the Dell team saw that this chemistry was very good. Michael started calling some more. I said Michael gee I am just not sure, you know we’re happy, can we sell you something else.

Then it finally got the point rested you know Michael really is serious, and we should at least see and our team was happy. Our team was excited about this relationship and then what we saw Michael’s vision is very compelling. I mean to take up Perot Systems team. Very focused, dedicated a winning team. You bring it into Dell, you allow us to become a Fortune 30 company like you are and that is an experience for us at Perot Systems we are terribly excited about, to actually have and be part of a company that has over 100,000 associates around the world, 180 countries around the world as I said a Fortune 30, you are going to give us the ability.

And we have — our healthcare practices and Peter will talk, I don’t want to take too much of Peter thunder, but our healthcare practice is the best in the United States. We’re taking that practice around the world. And we have huge opportunities in China, in the Middle East for the healthcare practice and our biggest challenge was how do we capture? How does a little company like ours capture the healthcare market of China? And we’ve been asked by the Minister of Health in China to help write their healthcare protocols.

And so we’re — we are literally at the top. Design the architecture for Chinese healthcare. We weren’t sure how to capture. We take Michael’s vision team up with Dell all of sudden, we’re a powerful force. And we can truly help just for China, but around the world help capture these wonderful healthcare opportunities that are coming and this whole healthcare revolution that we’re seeing unfold in front of eyes. We certainly see the healthcare debate in the United States, but all countries around the world rich or poor are having the same debate on healthcare.

We at Perot now Dell, are uniquely situated to take advantage of that. So, we saw the opportunity, we saw the cultural match, we loved this as we told that

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

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	the — the governor told us today it’s great to see two Texas firms get married. This was not a cross border transaction, which made it a lot easier, a lot faster for our teams and then if we (joke) all the way to southwest strategy. If we can fly Southwest Airlines, it ought to be pretty good, one hop and we did it.
	And so the companies are close, the cultures are good. I can’t tell you how excited we are to be part of your team and to become one part of such a winning organization, with such tremendous leadership. We will play our role. We were dedicated to making this work, we’re dedicated to continue being on a winning team and I’m very honored personally to be able to work on the Board with Michael and with such an outstanding Board.
	So Michael, thank you for the opportunity and now our CEO, Peter Altabef. Peter?
Peter Altabef:	Thank you, Ross. It’s tough to follow Michael and Ross, but I will give it a shot. I do want to thank you for the warm welcome. And I want to tell you that the Perot Systems team is really privileged to become part of the Dell team. We had a townhall meeting similar like this earlier today at our offices up in Dallas. And it was a very warm response to Michael and to Brian and to the — and to the Dell leadership team. And it was a very sincere response.
	Our team is very excited about becoming part of yours and about the things that we can do together. And it is the same story that we said earlier today applies here. This is a growth story. This is what when Michael talked to me in a phone call we had a couple of weeks ago, he said this is all about building you know on that services foundation and making that a vital part of what Dell is. So, an interesting analogy.
	Last night at dinner, Michael was talking about the travel and the roads around Round Rock, and that in the early days of building the company here it was really difficult to get into the office. And that it used to take maybe 20 minutes just to find the parking spot and walk in, because the infrastructure around the roads was so hard. Some of you probably remember those before you got the current infrastructure.

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Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

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So an analogy to that because if you look at Dell right now, it is a wonderful, beautiful, four-lane highway and I think what we’re intending to do with this transaction is to create a five-lane highway. And that will free up a lot more speed. So it will be a little bit like the (Autobar), because we really don’t want to have speed limits. We really want this to be meaningful from a growth standpoint, not just for the services organization but to help drive meaningful growth throughout all of Dell. And we think that we can do it together.

We are absolutely thrilled that we’ve had two years to work together, because the two teams have seen what it can do together. They’ve already been working in some of the small and medium business context. We’ve already been working at some of the enterprise context. And I think people saw, it was — as Ross said, it was little bit of a rent before you buy, but I think people saw the possibilities. And we very much see those possibilities and I am looking to those possibilities to working with everybody here, because I think we’re really going to do that.

It is not quite the traditional context of well, someone goes into a services organization and then goes into a P&L organization. And so all of a sudden you’re working in a P&L organization and you are now you know in a different environment, because the people in services in Dell are already in a P&L organization, but they are in a lot of different P&L organizations. And one of the things I am hopeful that we do is give more visibility to that, really shine a light on services inside Dell and then show how we can really take those services and grow them.

A little bit of background about Perot Systems. Just to give you a little context for those of you not too familiar with us. We are a full services — services organization. So, what does that mean? That means we work in the application and consulting space. It means we work in the infrastructure space and it means we work in the business process space, and we do it in a pretty balanced way.

So about 40 percent of our revenues is either in consulting or application management which includes application developments, maintenance, testing, all of that, that’s 40 percent of our business. About 36 percent of our business

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750

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	is in infrastructure services, everything from running people’s data centers to moving them to our data centers, to working in a cloud environment, to working on software-as-a-service environment. And about 24 percent of our revenue is in what we call business processes, which really can be anything that business needs to be that you can apply technology to it and just do it better, faster and hopefully more intelligently. That’s about 24 percent of our business, OK?
	In terms of our revenue stream if you look at our customers today, about 25 percent of our revenues are in the government space, which is again similar to Dell’s and having a large government footprint. About 75 percent of our revenues are in what would be considered, what we call our industrial solutions space that includes healthcare, it includes consumer, it includes manufacturing, it includes financial services, it includes telecom, it includes hospitality. And one of the things that’s so exciting to me about this transaction is the enormous breadth that you have in all of those areas as well. And so I really do think this is going to be an example where we’ve got that fifth lane in the highway now and we can really kind of push the metal down and see how fast it can go.
	Again, I do want to reiterate we are privileged to become part of Dell and in every sense of the word. Our team is a team that rolls up its sleeves and works — and is looking forward to working with you and we’re very excited about it.
	So with that, Michael, I think I’ll turn it back over to you for questions or answers. OK. Thank you.
Michael Dell:	Great. Thank you, Peter. OK. Thank you very much, Peter.

END VIDEO 1

Additional Information

The planned tender offer described in this transcript has not yet commenced. The description contained in this transcript is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
Page 1

DELL INC.

Moderator: Michael Dell
September 21, 2009
1:30 p.m. CT

VIDEO CONTINUED...
Michael Dell:	I’m sure there are probably some questions and I’m happy to answer any questions that you may have. I’ll tell you we don’t have all the answers, because we haven’t done the integration work, but we do have a sense for the opportunities and we think they’re great. So who’s got the first question? Yes.
Male:	(Inaudible).
Male:	So in terms of the revenue, it’s going to come in on the acquisition, how much of that outside the (U.S.), because you can hear from my accent I’m hopefully not from the U.S., so it will be interesting to see.
Michael Dell:	Is that a Waco accent?
Male:	It could well be.
Michael Dell:	So you know Peter your revenues outside the U.S., so you are — go ahead.
Peter Altabef:	It’s a great question. So in terms of our geographic scope, we do work in about 25 countries outside the U.S., and outside the U.S. revenue is our fastest growing area. Ross mentioned, China, we also are now moving in, we’ve started revenue producing. In addition to delivery, we have now customers in India and we’ve been in Europe since 1989 and the Mideast is probably our fastest growing region. We also do work in Latin America.
	From a percentage of revenue standpoint, it’s still very, very modest. So our revenue outside of North America is only about 12 or 13 percent, but one that we expect to expand dramatically we expected that without this transaction

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
Page 2

	and with this transaction, we kind of think that that’s going to expand even faster.
Michael Dell:	Yes. The way I would think about it is, is we are adding some new foundational capabilities to the ability to bring services and solutions to customers that we could now bring to you know a lot more geographies. Now, there are lots of ways to do that. We can do some of that organically. We have a lot of great customer relationships around the world and there will be a lot of pool on those.
	One of the things we’ll have to be careful to do is to not try to bring this to too many customers too quickly, because we actually need to pace this based on our ability to go do that. The other way we’ll do it is inorganic. Now, that we — once we complete this transaction, we’ll have a very strong foundational capability and set of processes and leaders within the organization and we can go add additional inorganic growth on to that business. So as you think about some of those other geographies that we want to play in, yes there will be more opportunities. You know Monday happens once a week. Other question?
Male:	This combination has definitely improved the capability of services and positions Dell differently. How do you see the resulting entity being competitively positioned because we’ve always been traditionally fighting with the services strong competitive play? And do you think — how do you think this is going to alter the landscape? And going forward, how do you think they are going to be different from competition with this expanded services space?
Michael Dell:	You know I think one of the things that was very attractive to us about Perot Systems is that they had a fairly significant part of their portfolio tilted toward next-generation IT services, like the remote infrastructure services, in fact we have built together.
	And those are the kind that we really want to go drive in a much harder and you know all of know that customers have been asking us to do more around private clouds and virtualizing their environments and providing those type of

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Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
Page 3

	capabilities as a service, whether it’s client-as-a-service or IT infrastructure-as-a-service and these are some areas that the Perot Systems folks have already started down the path and we will be able to accelerate that together. So our intention actually is not to mimic the others, but really to build much more of a next-generation type of IT services capability.
	And I think — I think you know the nature of this business is it is quite fragmented and there are lots of competitors, you know it’s not really possible to buy a few companies and all of a sudden be a leader in IT services. It’s also be a lot about how to do we take the relationship that we have, and you know I think the — all the — all the body of evidence and data inside Dell shows us that when we take our existing customer relationships that are more product based and we increased the services and solution component to those, the relationships become you know stickier, they become larger and they become more profitable. And one only asked to look at you know an example like a Boeing you know to see what happens over you know decades in time, where we end up doing more and more and more for our clients. And this is going to add substantially to our ability to do more for clients. Other question? It’s right behind you.
Male:	Michael, this seems to be you know very complementary to the (Liberty Project) because of the vertical and industry focus that the Perot have on their solutions. Can you just comment on how you — you see this enhancing the organizational changes we made in at the beginning of the year and how this going to position ourself for you know — for future success?
Michael Dell:	Yes. What we see creating is in effect a fifth business unit and you know there are so many opportunities to win here. We have to in the next few weeks get very crisp about exactly how all that’s going to work, but notionally the way I think about it is there are a few 100 accounts that Perot Systems is involved in and a much more number that we’re involved in that are very, very heavily services (lab) but we go extremely deep inside those accounts.
	Those would be the type of accounts that would continue to reside and reside within the Perot Systems business. We’ll also want a very strong (cross sec) selling capability where the tens of millions of accounts that we have as we

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Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
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	take services and solutions and expand the range of those that we can offer. But I’m confident that there are so many opportunities to win here that we’ll figure that out.
	Our structure is going to follow our strategy and our strategy is clear. We’ve got more capability now to go win and our job is to go figure that out and clarify it for you certainly well before the close of the transaction. I will reiterate before the close we really continue as we were as two separate businesses. Other question.
Male:	(Inaudible)
Michael Dell:	Peter the question is how does the business in Perot Systems separate when you think about it in terms of public sector or large commercial or small medium type customers?
Peter Altabef:	Great. Thanks for the question. We traditionally have not measured our business in the same way. As I said about 25 percent of our revenues is government. When you look at our target market for what is the kind of the typical Perot Systems client traditionally, that has been between a client with revenues of between five and $15 billion that’s kind of a target market for us that we have approached.
	I will say to you that there are probably more exceptions in that rule. So we work with as does Dell which works in all five of the biggest investment banks around the world. We work with two of the biggest investment banks in the world. So we have very, very large clients, we also have a lot of smaller clients, but that’s traditionally been the place we work.
	We do focus as Michael said on being sticky. So when you look at our revenue stream about 73 percent of our revenue comes from signed long term contracts and another 13 percent comes from task orders on top of those contracts. So, 86 percent of our revenue comes from relationships that are long term or projects on top of those long terms. And building that stickiness really is one of our core competencies.

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Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
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	So it’s for us when we look at the much wider number of Dell clients and customers, we say wow. This is like a wonderful opportunity to take some of that stickiness generation and how can we help apply some of this to what Dell has. So we’re very excited about those opportunities. I hope that helps answer your question a little bit.
Michael Dell:	And I’m very excited about adding another sticky to that and that as we know our enterprise product portfolio has gotten a lot stronger in the last few years with 11g, RACs and Blade and EqualLogic and we want to do everything we can to put that enterprise infrastructure behind as many of those clients you know opportunities as possible. So, there is going to be lots of things for us to go do here that will create a much more powerful set of relationships with our customers.
Male:	Yes, welcome to the team. Thanks for being here. I would like ask question to Peter. As it relates to your position related to software, as it becomes more and more important in the services arena, what approach has historically been. And then on a go forward basis what you think it might be? And whether if you could touch on specific IP that Perot maybe bringing to the table as they come to Dell?
Peter Altabef:	Great. I am sorry, I lost, I couldn’t see, who is asking the question.
Male:	Well it’s behind the...
Peter Altabef:	Oh! Thanks you very much.
Male:	Yes.
Peter Altabef:	As I mentioned earlier you know consulting and application and software is about 40 percent of our revenue. We see that as an increasingly important part of the future, because we see as much as infrastructure services and remote infrastructure management that Michael talked about is going to be critical from a delivery standpoint. You know creating really powerful software as a service component to the next generation model that Michael was talking about, is going to be equally important.

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Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
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	So, we really see the software, the application side marrying with the infrastructure side. We really see them combining more powerfully than ever before. That doesn’t mean that we at least believe that we have to own every piece of software or that we have to develop every piece of software. But we do think, we have to be a platform whereby our customers can use software and use it affectively.
	So, we have a little bit of an integration model around software, doesn’t have to be invented here. But we have to be the best people to use it and we have to let our clients use it in the most productive way. And to the extent that we own the software platform that’s great, to the extent that we just take others and work with others. We are very comfortable with that, and we’ve done that kind of our whole professional lives.
	But specifically around software, we see that as being not only increasingly important, I would say increasingly interwoven with the infrastructure and with the hardware. We’re really creating solutions in the best part of that — in the best of that world.
Michael Dell:	Yes, you know the nature of the industry is such that, they are going to be a wide range of different ingredients that will want to integrate for our customers. But I also don’t want you to come away from this thinking that, this is the acquisition because actually there will be many more acquisitions. And you’re just kind of starting to see us become more acquisitive and certainly software would be one of those areas that you know I would think about.
Male:	Michael, during these times of — types of transactions, there’s always a question about the integration and the effectiveness of the integration. I have had the pleasure of working with the Perot team for a while. I think the cultures are absolutely a fit. We’re going to be a great team together. What if anything are we going to do in terms of applying lessons learnt from past integrations and past acquisitions to accelerate the process, technology and organizational dynamics of that piece.

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Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
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Michael Dell:	I want to first offer a — could I have the microphone please, thank you, a big thanks to Brian Gladden, who has really kind of been quarterbacking this transaction for quite sometime within Dell. There are number of other people that have worked very, very hard on this. Janet Wright, (Chris Climan), Don Mann, I am probably forgetting a number of other names, and Brian will help me keep me honest some of the others.
	But I want to ask Brian to kind of address this. He’s been very involved in the integration planning, which has really just started, but you know we very much recognized that you know the work begins when we start the integration and you know the reward comes later. And so you know this is just the beginning of the beginning. So Brian?
Brian Gladden:	Thanks, Michael. Yes. It was a whole team. There was a huge group of people involved in this process, I would say over the last five weeks working towards this accomplishment. (Chris) and Janet played key roles in terms of getting the deal over the — over the finish line. So I’d just like to thank them and recognize their worth.
	We will learn a lot, we will use a lot of the things that we’ve learned from the acquisitions that have been done in the past year. Obviously some great successes, some things that we learned that didn’t go so well, as some of the others. I think some great practices that we can take to this transaction, but this one is significantly bigger than anything we have ever done.
	One of the great opportunities here really is to build on the infrastructure and capability exists in Perot Systems. So we have asked the Don Mann to take a lead role for us in driving the integration forward. We are going to start building out the team that will support him. We will have functional support from across the business to make sure that’s a success.
	We’ve also asked Russell Freeman on the team at Perot to play a lead role and partner up with Don. The two of those great leaders will drive this forward over the next few weeks in terms of getting a plan in place. And then we will have a large team of other folks involved in the execution going forward. So,

DELL INC.
Moderator: Michael Dell
09-21-09/1:30 p.m. CT
Confirmation # 31759750
Page 8

	lots of work to do, but clearly a great team engaged and ready to go on this thing. So we look forward to the success of the integration.
Male:	Great. Any other question? OK, if there are no further questions, Ross would you like to say a few words?
Ross Perot Jr.:	Well I have got presentation for you. Michael, Michael gave my father a very nice gift and playing out earlier today. So we have a great gift for you. I will let you open that up. We have a long.
Michael Dell:	It’s kind of heavy.
Ross Perot Jr.:	We’ve a long history in Perot Systems starting back in the 60s when my father started EDS and then it carried on to Perot, but our corporate symbol is an Eagle. And so Michael you must have a Perot Systems Eagle. So we make this an
Michael Dell:	Ah, beautiful.
Ross Perot Jr.:	... official — official transaction. And my father likes to talk about eagles don’t flock, you have to find them one at a time and that’s his recruiting message and then it evolved through the years Eagles don’t flock, they team. So that’s our current message at Perot Systems. And Michael you now have the Eagle great work.
Michael Dell:	Thank you.
Ross Perot Jr.:	Thank you. So you get it.
Michael Dell:	OK, all right. Thank you all very much and I look forward to see you all at the strategic forum on October 8th. Thank you.

END

Additional Information

The planned tender offer described in this transcript has not yet commenced. The description contained in this transcript is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.2

Exhibit 99.2

DELL INC.
Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 1

DELL INC.

Moderator: Frank Molina
September 21, 2009
9:15 a.m. CT

Operator:	Good morning and welcome to the Dell Industry Analyst conference call. I’d like to inform all participants this call is being recorded at the request of Dell. This broadcast is copyrighted property of Dell Inc. Any rebroadcast of this information in whole or part without the prior written permission of Dell Inc. is prohibited.
	Later we will conduct a question and answer session. If you have questions, simply press star then the number one on your telephone key pad at any time during the presentation. I’ll now turn today’s conference over to Mr. Molina. Sir, you may begin your conference.
Frank Molina:	Thank you, (Tiffany). Good morning and thank you for joining us on such a short notice.
	With me today are Dell’s President of Large Enterprise, Steve Schuckenbrock and President, CEO of Perot Systems, Peter Altabef.
	We are pleased to announce that Dell and Perot Systems have reached a definitive agreement for Dell to acquire Perot at a price of $30 per share, giving the transaction a total value of $3.9 billion. We will fund the transaction with existing cash and expect it to close in Dell’s fiscal fourth quarter. Additional information about the transaction, the participants and the risks associated with it will be included in the respective SEC filings of Dell and Perot Systems. Steve and Peter will each share their views. And then we will take approximately 20 minutes of Q and A. Today we will focus on the high-level rationale for the

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 2

	combination. At closing, you can expect a more detailed strategic review of our plans to grow the combined company, including expected synergy. With that, I will turn it over to Steve for opening remarks.
Steve Schuckenbrock:	Well hello, this is Steve Schuckenbrock. I am really, really thrilled to have this day come. You know for us we’ve — as we’ve talked to many of you through time, we’ve been looking for the right services acquisition. And our eyes have been on Perot as the right services acquisition for quite some time. And so we’re really delighted that this day has come.
	The acquisition really does create a compelling combination of IT capability for customers. It certainly broadens both companies’ range of capabilities. And I think as you look at the characteristics of what Perot does and what does in the services space individually as well as what we will now be able to do collectively, this clearly is a strengthening of our value proposition to our customers.
	We really based the decision on this being the right acquisition on a number of different factors, but it starts with the people. And we’ve been unbelievably impressed in the couple of year relationship that we’ve had working together with the management team and the front line contributors at Perot. They’ve been phenomenal to work with in the design of services that we’ve brought to market together as well as in various different customer scenarios as we partnered to go (saltson). Really complicated customer issues in a couple of different industries.
	Part of that relationship over the past couple of years has really been working with Perot in the design of the modular services offerings that we’ve talked to you about. And the modular services offerings that we offer through Dell actually has a lot of Perot IP built into how we bring those services to market, or how we deliver those services that we sell within the market.
	Perot and Dell have worked quite significantly in both the health care and in the government space. And have made several announcements over the course of the last year ranging from financing considerations to help small, medium sized enterprises as they transition to the services — Perot services and

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 3

	Dell hardware and services infrastructure. But also, in terms of how we partner in enabling hosted approaches to health records and the automation of the medical system which will be at the core of the productivity that is necessary to enable the services as they transform in the U.S. government and in the governments around the world, in countries around the world.
	And so we’re pretty excited about this combination in that it creates really a $16 billion overall enterprise and service combination. With our services revenue now together at about $8 billion. All of this capability will be consolidated into one services organization. And that services organization will be lead by Peter and the management team at Perot, along with the significant talent from Dell being combined under Peter’s leadership. And so we feel terrific about the fact that we will not miss a stride as we bring our assets together and begin our collective focus on our customers.
	Peter, I know you’ve got a few comments.
Peter Altabef:	Well, thanks Steve. And I also want to share Steve’s comments in welcoming everyone to this call. I know on the call we have some analysts that have followed both companies and some analysts that have only followed company or the other.
	To give a little bit of a background about Perot Systems for those of you who haven’t necessarily followed us, we offer a very broad, diversified set of services through consulting, (intrastructure) operations, applications and business process outsourcing.
	When we looked for let’s say the different opportunities out there, one of the things as Steve mentioned, this is something that Dell has looked at for a while. Similarly, we have been working with Dell for a while. As Dell — as Steve mentioned and we’ll get a little more detail about some of the offerings we’ve done together, this really has been a 2-year period where people have had an opportunity to really get to know one another from a working relationship, pretty deep in the organization. And so I think unlike some integrations where there’s a lot of prep work that will be needed, this one is going to be

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 4

	pretty large in scale but I think everyone already has their head on as to how about doing it.
	I will tell you the senior leadership of Perot Systems is committed to staying and being a big part of this Dell team as we move forward, and that includes me. And we have already signed all of our top ten senior leaders into this transaction already.
	Again, with respect to Perot Systems for some of you who may be new to us, we provide deep domain knowledge which has been the driver in our company to date in industry verticals. Those verticals include health care and government services, but also in manufacturing and consumer and in financial services. We’re the largest provider of health care IT services, we believe globally. Supporting about 1,000 hospitals and more than 200,000 clinicians across the globe. We already work with two of the top five global investment banks. We manage more than 2.5 million car rental reservations a year, and more than 3 million life, annuity and health insurance policies. So just a few examples of the deep domain knowledge that we have.
	We believe the combination of Dell and Perot Systems will provide our clients, as well as Dell’s clients, with a more complete suite of IT services solutions. And as Steve said, some of that work is already going on. So for a while we have been jointly collaborating to develop IT solutions for shared customers including the modular services that Steve referred to earlier. Those are our portfolio of discreet offerings which give clients the ability to purchase only those services that they need. And something that we think is particularly timely in this economy.
	To close out the introductory session, I am very excited, as is the Perot Systems team, about this opportunity and looking forward to build a platform for further growth and success with Dell.
	So with that, Steve, I’ll hand it back to you.
Steve Schuckenbrock:	Yes, thanks Peter. And I think that this probably is an appropriate stage with which to launch into questions.

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 5

	I will tell you that as we’ve done the analysis and the work you know with regards to this acquisition, we think we’ve laid out a path to where this really becomes a real platform for growth as we expand into — further into Europe and further into Asia together. Perot’s ability to take advantage of our distribution resources and capability where we have over 10 million customer relationships around the world ranging from small to large companies, and our ability to integrate our services capabilities with theirs under one leadership team, we think this whole deal conspires to be a great growth proposition for the business. And actually see, both through a combination of growth and other synergies, that this deal will be GAP accretive within 2 years. And so we’re pretty excited about the overall economics of the — and potential this relationship has for our shareholders as well.
	So with that, well why don’t we turn it over to questions.
Operator:	Ladies and gentlemen, we will now begin the question and answer portion of today’s call. If you have questions please press star 1 on your telephone keypad. You’ll be announced prior to asking your question. If you would like to withdraw your question, press the pound key. One moment while we take the first question.
	Again, for any questions or comments that’s star then the number 1.
	(Audio gap).
Operator:	Again, for any questions or comments please press star than the number 1.
	Your first question comes from the line of (Alexander Motsengofe).
(Alexander Motsengofe):	Hi and congratulations on the proposed acquisition.

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
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	I had a question to Steve. Steve, is there a way you could go a little bit deeper into how is Dell going to be dealing with some of the partnerships that you have with some of the large services providers, especially those established post the EDS acquisition by HP?
	And also a second question perhaps that could go to both, even Peter. Is there a way you could give us some insight how the new services organization is going to be structured from a service line perspective? Obviously, Dell has a large services-attached business and it’s some of a different model than the outsourcing solutions and the consulting that Perot has. So if you could of give us some insight on how that will be structured all together.
Steve Schuckenbrock:	Sure. Thanks for the question.
	Starting with the partners. We’ve had partners — system integration partners including Perot, for that matter, for many years dating well back of the EDS HP transaction of a couple of years ago. Second is there’s no question that we have been very, very open with our partners that we intended to continue to grow our services business. And this is an indication that we do intend to continue to grow our services business. But yet, with this acquisition, we remain, even at $8 billion, relative small and fairly narrowly focused in terms of any significant scale on an industry basis. Certainly, Perot Systems brings great credibility and capability for health care as well as in certain pieces of the government space. Dell has a significant footprint in commercial accounts, but mostly in the client arena. And so there is a tremendous amount of white space in our growth in Europe as well as in APJ, as well as in other industry segments in the U.S.
	Having said that, we intend to grow and expand in those spaces. And we intend to, through appropriate Chinese wall kind of capabilities, continue to provide hardware and services to our partners, and in some cases we’ll find ourselves in competitive situations with them. I think if you really plotted those competitive situations relative to the kind of competitive situations that they’ll see day in and day out with some of the other alternatives in the hardware space, I think we will continue to be, by far and away, the

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 7

	best partner for them to do business with. But obviously, those are conversations that need to be had. We will share our strategy. We’ve tended to be much stronger, both Perot as well as Dell, in the small and medium size business space. And not the super large deals. And we’re very, very happy to continue to compete in those spaces and continue to partner with ESI’s in the spaces that are not as great a focus for us.
	Peter can jump on this next one but I’ll provide a little bit of perspective. Relative to how the services unit will work, basically, services will be a stand-alone LOB within Dell, with all of the functionality and capability of both organizations combined inside of that line of business, including tech support. And we think that’s really important. I’ll spend a moment and talk about modular services. As we’ve built out this capability, we now in all of the U.S. and through most of Europe have the capability to turn our call centers that typically were reactive and waited for the phone to ring into proactive services capabilities where we can monitor our customers’ distributed environments for all sorts of issues ranging from security to patch management, asset management, configuration management, et cetera. And whenever a problem is found, either proactively fix it with no end-user intervention, or send it to one of those call centers that speaks the language that the customer wants to be supported in, and can proactively solve the problem as opposed to waiting for the issue to cause productivity issues on the other end. And we think it’s a terrific service and it leverages the asset base that has come from our hardware business, both our call centers and our field services capabilities which will not be a part of our new services lob.
	Peter, you want to jump into that?
Peter Altabef:	Yes, thanks Steve.
	I share Steve’s view as to how the larger Dell will be growing, going forward.
	Just a few comments, as Steve said that the intent here is to create a services unit of scale. There are about $8 billion of those services business in the

DELL INC.
Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 8

	combined Dell going forward from day one. And there’s some real scale there. So, for instance, in India now between the two services organizations, we’ll have 23,000 people in India on day one. The scale that we were already building out in Mexico, in Romania, in Ireland and the Philippines from a diversified low cost environment is now enhanced by the other Dell diversified low cost environment as well. So I think you’re going to see us taking full advantage of that $8 billion dollars worth of services revenue very, very quickly from a functional standpoint.
	To mirror Steve’s comments about Dell moving forward, working in a cooperative spirit with other services and solutions providers which is absolutely the case and the expectation of — and a services and solutions provider itself, we will also be working with other hardware providers. We expect that we’ll have in a tremendous offering from Dell as a platform, and be able to certify Dell solutions much more easily and, quickly than we ever had. But there will be clients that will want platforms that are independent of Dells. And we’ll be able to provide those just the way we do today.
	In both of those cases that Steve alluded to, we think we’re going to be able to provide the best of all worlds. And I think we’re going to do it in a way that is welcoming to make sure that our clients know that they’re getting the best of breed, whether that’s in services or in hardware, and they’re getting what they want. Certainly from my standpoint, the key of any good services organization is to give the clients what they want. Dell has done a great job of that in the products and services they provide. And I think together we’re going to be able to even enhance what the two organizations can do.
Operator:	Your next question comes from the line of (Dean Anderson) with Gartner.
(Dean Anderson):	Hi, Steve. Hi, Peter. Congratulations on the announcement.
	Just have a quick question. So how does this change the go to market of the combined firm? Steve, you got aligned I think what sounds like a pretty robust following product strategy from the services first element of it, what

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 9

	changes moving forward for that combined entity and for Perot kind of in the lead in that side?
Steve Schuckenbrock:	Yes. At first I think we still have details that obviously will be worked through as we now move into a really robust integration plan. Broadly speaking, we absolutely recognize and embrace the fact that account management moves with the services relationship and it’s something that the hardware teams that we have can compliment. We want to make sure that the services teams continue to have the lead in the large services accounts where it is so critical that they can lead the relationship and also lead the integration and application of IT to the business problems. And also give customers access to really, really good hardware propositions.
	In terms of the pursuit of new opportunity and new logos, again I think depends on the type of deal. If you’re looking at some very close-to-the box hardware oriented deals, Dell may have the lead. If you’re looking at some more outsourcing real kind of large bids — and when I say large bids, I really mean big services content in the bids, it would make sense for Perot to have the lead in those deals. How that exactly works and who does what when and how, is all left up into the integration plan. But the spirit of this is to make sure that the right resources leading at the right time. And both teams want to make that happen as efficiently as possible.
Peter Altabef:	Steve you know on the Perot Systems vantage point we have, I believe, a wonderful group of clients and clients that I think will be able to take better advantage of some of the Dell platforms and hardware going forward.
	We also, from a growth standpoint, we’re currently in about 25 countries around the world, some of those more than others. This transaction will give us a global scale and a global reach that I think will make us more competitive on RFPs and in deal pursuits where a broader geographic scale is needed. Dell is in 180 countries around the world. And I think that our ability to join forces with their existing services team as well as with the footprint that they have and to scale up that footprint in different geographies is going to be a very big asset for us, going forward. So I think

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 10

	we’ve done well expanding geographically and internationally. It had a been a major emphasis — focus for us going forward. And I think with this, we become much more competitive to really go toe to toe on a very, very broad scale geographically now.
(Dean Anderson):	Great.
Operator:	Your next question comes from the line (Mattie Baharlowe) with IDC U.K.
(Mattie Baharlowe):	Hello. Peter, we met about two weeks ago in London.
Peter Altabef:	Yes we did.
(Mattie Baharlowe):	And at that time you talked a lot about Perot’s focus being not on the standardized services, but a lot more on the customized. And you talked about how every customer wanted something unique and that the modular services — you used that expression so I noted at that time it was the same name as Dell used. But you said that was sort of more the building blocks and not what people really wanted. And that sort of seems to me to be a bit in contrast to Dell’s strategy here. Could you explain a bit more about that?
Peter Altabef:	Well, it may be one of emphasis. Certainly we are very client focused and we are very services focused, so we do create, if you will, custom solutions for clients. But in most of those solutions, fully 80% is standardized. And that’s actually been when you look at the history of outsourcing and the history of services, the way those transactions make sense and the way you can provide value to your clients is one, through innovation but two, to taking what they do, kind of putting it behind the curtain, applying your standard methodology, your standard practices, your standard workflow and tools as well as hardware, and create a lot of efficiencies. So I will say it’s always kind of been a 20/80 kind of scenario between standardization and customization.
	With respect to modular services in particular, as I referred to, we consider that to be a very powerful set of building blocks. Interestingly, what we’re finding now with some customers as we work through the modular services world, is that they want an additional module. So early one when we

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 11

	rolled out modular services, it was we’re going to provide you these specific items. And interestingly what we’re hearing now is there’s interest in those specific items, but they’d like one more. And they’d like to buy a systems integration module. So if you will, that ability to repackage, that ability to make sure that everything works together, that ability to make sure that from an architecture standpoint, you know you have the right plan going forward for you client. You could see in just modular where there might be some areas where there are gaps. And clients are actually asking us to fill those gaps with a module around systems integration. So I think that the systems integration business plan is alive and well. And I think in a world with cloud computing and software as a service, even more so. Because ultimately clients will be looking to that kind of leadership from their providers.
	But in terms of the basic building blocks, in terms of that 80/20, in terms of the 80, I think the message is very consistent.
(Mattie Baharlowe):	So the modular services will be more building blocks and not sort of the freight — front of the messaging?
Peter Altabef:	Well, it will depend on the client, right? If you are a small to medium business, you might just take the modular services. If you are Fortune 100 or, a Fortune 10 client, you’re likely to take the modular services as part of a menu that includes a substantial amount of systems integration work wrapped around them.
Male:	Operator, we’ll move one. We have time for just one last question. Thank you.
Operator:	Yes, sir. Your final question comes from the line of (Peter Bindersamuel) with (Everest) Group.
(Peter Bindersamuel):	Hi, Steve. Hi, Peter.
Male:	Hello, Peter.
Male:	Hey...

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 12

(Peter Bindersamuel):	Congratulations. Nice move and I’m confident that we very synergistic. I have two questions for you.
	One is, where will this new entity report into, into Dell? How did that work? And who will Peter be reporting to? And the second one is what’s next? Are you anticipating other acquisitions, or are you done?
Steve Schuckenbrock:	Yes, I’ll be glad to take that.
	Peter will report to (Michael) and be on the executive leadership team. And so he’ll be one of (Michael’s) I guess 12 or 13 direct reports. And so that’s the answer to kind of the reporting relationship of the business.
	Number two is we’re — as we look to expand, there’s a number of different capabilities we will continue to tuck in. But this will be the foundational asset that we build from. And so more consulting capability in certain geographies. More managed services delivery capacity in certain geographies. We have to always make the trade off of you know what’s best, organic or inorganic, in any one of those decisions, but the intent is this is the foundation of those decisions we made again.
Peter Altabef:	And Peter, thank you again for your question.
	So if you look at Dell today, there are four major business units that drive Dell from a P and L standpoint. This will now be the fifth.
(Peter Bindersamuel):	Great. I look forward to your success. I...
Peter Altabef:	Thank you, Peter.
(Peter Bindersamuel):	... think it’s a really nice play for both of you.
Steve Schuckenbrock:	Thanks, Peter.
Male:	Thank you very much. With that, that concludes our call. As always you can reach out to us both through Dell analyst relations, or directly through Perot

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Moderator: Frank Molina
09-21-09/9:15 a.m. CT
Confirmation # 30960633
Page 13

	Systems for the follow up. And we’ll let you go with that. Thank you very much for joining us today.
Operator:	This concludes today’s conference call. We appreciate your participation. You may now disconnect at this time.

END

Additional Information

The planned tender offer described in these materials has not yet commenced. The description contained in these materials is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’ stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.3

Exhibit 99.3

Dell Confidential — For Internal Use Only

To:	Global Services Team
Channel:	Email
From:	Don Mann
Title:	Perot Systems...What It Means to Global Services

As you saw in the message from Michael, we have made a significant statement with the announcement of our intent to acquire Perot Systems. It’s the right services acquisition, for our customers and both companies.

Yesterday, Michael and Perot Systems executives hosted a Town Hall with some members of our team. I encourage you to watch a replay of that meeting which is now posted on One Dell Way.

The acquisition will result in a compelling combination of two iconic information-technology brands that have similarly strong, relationship-based business cultures, and that are known for helping customers thrive by using IT for greater effectiveness and productivity. Perot Systems is a team of great people and like Dell, it has a sharp customer focus and a history of innovation.

When the acquisition is complete, our Global Services teams will be combined with Perot Systems into a single services business unit. I will be communicating with you often, sharing details and developments on this news throughout the process. In the meantime, even as we plan for integration, Dell and Perot Systems will continue to function as independent companies and our focus should remain on our customers and their needs.

Some of you may be involved in the planning for eventual integration with Perot Systems and I know your efforts will be critical in making it successful.

Don’t hesitate to come to me or your manager with any questions. Thanks in advance for your support during this exciting time!

Don

Additional Information

The planned tender offer described in this e-mail has not yet commenced. The description contained in this e-mail is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

To:	Dell IT Employees Worldwide
From:	Robin Johnson, Chief Information Officer via blog post and email
Subject:	Perot Systems...What it Means to Global IT

Dell Confidential — For Internal Use Only

As you saw in the message from Michael, we have made a significant statement with the announcement of our intent to acquire Perot Systems. It’s the right services acquisition, for our customers and both companies.

Yesterday, Michael and Perot Systems executives hosted a Town Hall with some members of our team. I encourage you to watch a replay of that meeting which is now posted on One Dell Way. [link]

The acquisition will result in a compelling combination of two iconic information-technology brands that have similarly strong, relationship-based business cultures and that are known for helping customers thrive by using IT for greater efficiency and productivity. Perot Systems is a team of great people and, like Dell, it has a sharp customer focus and a history of innovation.

When the acquisition is complete, our Global IT teams will be merged with Perot Systems, in the process moving IT go-to-market strategies as we take our stronger internal capabilities to customers.

Our focus will remain on our customers, and we need to continue to deliver on our commitments to them and to the company. The ‘rationalize the core’ strategy remains in place and is as important as ever. This simplification of our systems will enable us to not only bring more innovation to the combined organization, but also free up capacity to take our experiences and expertise to our customers. When the acquisition is complete, Perot Systems’ skills and people can help us accelerate that strategy.

For everyone in Dell IT, this creates a whole new opportunity and set of career paths and enables us to deliver both faster and better for Dell. Some of you may be involved in the planning for eventual integration with Perot Systems, and I know your efforts will be critical in making it successful.

Don’t hesitate to come to me or your manager with any questions. I plan to communicate with you often, sharing details and developments on this news throughout the process. Thanks in advance for your support during this exciting time!

Robin

Other helpful links on Perot Systems news:

• Part 1: Michael Hosts Town Hall with Perot Systems Executives (vlog)

• Part 2: Michael Hosts Town Hall with Perot Systems Executives (vlog)

• Get To Know Perot Systems!

• Intent to Acquire Perot Systems (audiocast)

• Perot Systems — What This Means To LE (audiocast)

• Perot Systems — What This Means to Public (audiocast)

• Perot Systems — What This Means to SMB (audiocast)

Additional Information

The planned tender offer described in this e-mail has not yet commenced. The description contained in this e-mail is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s Web site: www.sec.gov.

Dell Confidential — For Internal Use Only

To:	Global SMB Services Team
Channel:	Email
From:	Tim Griffin
Title:	Perot Systems...What It Means to Global SMB Services

As you saw in the message from Michael, we have made a significant statement with the announcement of our intent to acquire Perot Systems. It’s the right services acquisition, for our customers and both companies.

Yesterday, Michael and Perot Systems executives hosted a Town Hall with some members of our team. I encourage you to watch a replay of that meeting which is now posted on One Dell Way.

The acquisition will result in a compelling combination of two iconic information-technology brands that have similarly strong, relationship-based business cultures, and that are known for helping customers thrive by using IT for greater effectiveness and productivity. Perot Systems is a team of great people and like Dell, it has a sharp customer focus and a history of innovation.

When the acquisition is complete, our Global SMB Services teams will be combined with Perot Systems into a single services business unit. Our focus will remain on our customers and we need to continue to deliver on our commitments to them and to the company.

Some of you may be involved in the planning for eventual integration with Perot Systems and I know your efforts will be critical in making it successful.

Don’t hesitate to come to me or your manager with any questions. Thanks in advance for your support during this exciting time!

Tim

Additional Information

The planned tender offer described in this e-mail has not yet commenced. The description contained in this e-mail is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Dell Confidential — For Internal Use Only

To:	Global Commercial Support Services and Global Public Services Teams
Channel:	Email
From:	Jan Uhrich
Title:	Intent to Acquire Perot Systems

As you saw in the message from Michael, we have made a significant statement with the announcement of our intent to acquire Perot Systems. It’s the right services acquisition, for our customers and both companies.

Yesterday, Michael and Perot Systems executives hosted a Town Hall with some members of our team. I encourage you to watch a replay of that meeting which is now posted on One Dell Way.

The acquisition will result in a compelling combination of two iconic information-technology brands that have similarly strong, relationship-based business cultures, and that are known for helping customers thrive by using IT for greater effectiveness and productivity. Perot Systems is a team of great people and like Dell, it has a sharp customer focus and a history of innovation.

When the acquisition is complete, our Global Commercial Support Services and our Global Services teams will be combined with Perot Systems into a single services business unit. I will be communicating with you often, sharing details and developments on this news throughout the process. In the meantime, even as we plan for integration, Dell and Perot Systems will continue to function as independent companies and our focus should remain on our customers and their needs.

Some of you may be involved in the planning for eventual integration with Perot Systems and I know your efforts will be critical in making it successful.

Don’t hesitate to come to me or your manager with any questions. Thanks in advance for your support during this exciting time!

Jan

Additional Information

The planned tender offer described in this e-mail has not yet commenced. The description contained in this e-mail is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.4

Exhibit 99.4

Confidential — For Internal Use Only

INTENT TO ACQUIRE PEROT SYSTEMS
STEVE FELICE AUDIOCAST

E-MAIL TEASER/DRIVING EMPLOYEES TO BLOG:

Audience:	Global SMB team
Channel:	SMB e-mail teaser/blog intro directing to audiocast
From:	Steve Felice
Title:	Perot Systems — What This Means To SMB

By now you’ve seen the news from Michael about our intent to acquire Perot Systems. This is the right services acquisition for Dell — a great fit for our company both strategically and culturally. This is also a great fit for our team in SMB!

Please take just a few moments to listen to my audiocast message to learn more.

Steve

Additional Information

The planned tender offer described in this email has not yet commenced. The description contained in this email is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

TRANSCRIPT OF AUDIOCAST REMARKS:

Hello to our SMB colleagues around the world. By now I hope you’ve had a chance to see Michael’s announcement of our intent to acquire Perot Systems. This is really exciting news for Dell and for us in SMB. This is the right services company for us, one that will complement our portfolio with additional world-class services capabilities. Perot Systems is a team of great people, and like Dell, it has a sharp customer focus and a history of innovation. When complete, the acquisition will result in a compelling combination of two iconic information-technology brands. Perot Systems has a well-

earned reputation for exceptional services and significant value for customers. We’re also both known for helping customers thrive by using IT for greater effectiveness and productivity. The acquisition combines Dell’s global reach and significant services business with Perot Systems’ world-class services portfolio to deliver broader enterprise services to more customers worldwide. This combination complements our vision in SMB, which is powering business ideas that change your world — enabling customers to transform the world with innovation and creative solutions. Much of Perot’s business is focused on midsize enterprises. And Dell and Perot have already collaborated on the design of modular services, such as our ProManage service for small business. By delivering broader services and solutions to more customers, we can be even more effective in our role to empower customers and drive their success. It’s another way that Dell can become the technology partner of choice for customers worldwide. This announcement is an important milestone in our history as we continue to build a bigger and better Dell. For now, though, let’s stay focused on our customers and our business and thanks in advance for all of your support.

*END*

Additional Information

The planned tender offer described in this transcript has not yet commenced. The description contained in this transcript is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Perot Systems will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.