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 call with Dell, Perot and media representatives on September 21, 2009.
99.2	Talking points used by Dell’s Chief Information Officer at various all-hands meetings.
99.3	Talking points used by Perot Systems representatives at various all-hand meeting at Dell.

EX-99.1

Exhibit 99.1

DELL INC.
Moderator: T R Reed
09-21-09/9:15 a.m. CT
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Page 1

     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’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: TR Reid
September 21, 2009
9:15 a.m. CT

Operator:

Good morning. My name is (Angelia), and I will the conference operator today. Welcome to the Dell Perot Systems conference call. I’d like to inform all participants this call is being recorded at the request of Dell. This broadcast is the 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 a question, simply press star, then one on your telephone keypad at any time during the presentation. I’d like to turn the call over to T R Reid. Mr. Reid, you may begin.

T R Reid:

(Angelia), thanks very much and thanks to all of you for joining our call. A special thanks to those of you on the West Coast of the U.S., where we know it’s still a bit early. We’re delighted to have the opportunity to talk to you a little bit more about our announcement today about Dell’s plans to acquire Perot Systems at a — at an important point in Dell’s continued transformation in a way that significantly expands our capabilities here and around the world for both the immediate and long term.

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	With me this morning to talk about that are the Dell Chairman and CEO, Michael Dell, and Perot Systems’ Chairman, Ross Perot Jr. They’ll make introductory comments and then we’ll have ample time for your questions. When we get to the question-and-answer period, we ask that you limit yours to one. Pending the demand for questions and the amount of time that we have, we may go back to you for follow-up questions as possible. With that, I’ll turn the call over to Michael Dell.
Michael Dell:	Thank you, T R and good morning, everyone. I’d like to share a few thoughts with you this morning. First, I want to say that Dell’s acquisition of Perot Systems is the right acquisition, one that we wanted for our customers and for both companies.
	The acquisition will result in a compelling combination of information technology brands that will deliver customers a broader range of enterprise IT services and solutions and better position Dell for immediate and long-term profitable growth and efficiency. It will also enable Dell to extend the reach of Perot Systems capabilities, including the most dynamic customer segments around the world and bringing leading Dell computer systems to even more Perot Systems customers.
	Dell and Perot Systems share several key characteristics, and our products, services, and structures are overwhelmingly complementary. We have similarly strong relationship-based cultures. People in both organizations are recognized for helping customers thrive by using IT for greater efficiency and productivity. The combination also provides some compelling opportunities for improved efficiency which will benefit our customers even further.
	This pending acquisition makes great sense because of the obvious ways our businesses complement each other and enable us to grow. Dell’s global reach and significant services business and Perot Systems’ high-value next-generation portfolio are clear. Today’s announcement formalizes a relationship that has worked well. Our companies know and understand each other well. We’ve already collaborated to develop innovative solutions for customers, particularly in healthcare and government, and we have always
	been impressed with Perot Systems’ leadership, associates, tools, processes and relationships.

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	For Dell, this will elevate our combined enterprise and service business to $16 billion, with services revenue of $8 billion over the past four quarters. This is in addition to our leadership in industry standard servers, storage and client systems in the United States and worldwide. Our agreement also assures retention of key Perot Systems leaders in the combined company, and when the acquisition is complete, Perot Systems will become Dell’s services unit led by Peter Altabef, the current CEO. We anticipate closing later this year and the combination is expected to be accretive to Dell’s GAAP earnings in our fiscal 2012.
	Thank you again for joining us, and now I’d like to ask Ross to provide his perspective.
	Ross Perot Jr.: Michael, thank you. This is certainly a very exciting day for Perot Systems. Over the past two decades, we have built a company that serves clients with distinction, is financially strong, and provides great opportunities for all of our associates. My family and I and Perot Systems’ Board of Directors are very proud of the business we have built, the clients we have been associated with, and the more than 23,000 associates that compromise this great team. Approximately 45 years ago, my father founded this industry. Since that time, we have been part of its development, growth, and evolution.
	Just as the industry continues to evolve, Perot Systems continues to evolve. We look at today as a new beginning that will result in even greater opportunities for our associates and expanded ways to serve all of our clients. Perot and Dell already have a great working relationship. We have already formed a strong team to go to the market. We look forward to growing that and making it even stronger. T R?
T R Reid:	Ross, thanks very much. (Angelia), now if you can poll for questions, we’d like to start the exchange with the reporters.

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Operator:	Ladies and gentlemen, we will now begin the question-and-answer portion of today’s call. If you have a question, please press star one on your telephone keypad. You will be announced prior to asking your question.
	Your first question is from (Patrick Seitz) with “Investors Business Daily.”
(Patrick Seitz):	Michael, is this a transformational deal where Dell is trying to break with the past and does it say basically that Dell doesn’t see much growth in the — in the hardware business?
Michael Dell:	You know, if you look at our second quarter results, we generated almost $1.1 billion in cash flow, our revenues in the U.S. and non-Japan Asia were up 11 percent sequentially from the prior quarter, and we had particularly strong growth in the enterprise part of our business, the storage business growing quite nicely for us. And so we have a pretty broad portfolio of capabilities at Dell. This will extend and expand that into new spaces as we are able to serve more customers and more places around the world, again, with more capabilities.
	So, I think if you look at — this is about growth. You’ll certainly see us targeting other spaces in the future, but we think this is a great services platform and you know it will combine nicely with the services assets that are already within Dell to create an $8 billion services firm that is quite formidable.
T R Reid:	Next question, (Angelia)?
Operator:	Your next question is from David Hubler with “Washington Technologies.”
David Hubler:	Thank you. Michael, Dell has a large footprint in the government services and hardware industry. How will this merger affect the Perot Systems government services? Maybe Ross could answer that, too.
Michael Dell:	We see this as highly complementary. You know the firms you know have collaborated together, but together we’ll be able to serve more customers in more spaces and a broader set of the opportunities. Certainly you know
	whether it’s government or healthcare or commercial or the global opportunities, we think there are lots of opportunities to grow.

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Ross Perot Jr.:	Yes, Dave, we’re certainly very excited at Perot Systems. Twenty-seven percent of our revenue comes from government services. It’s an area we’ve focused on you know intently the past eight years and have really built up, and we think being teamed up with Dell in government services is very strong for us. Especially our healthcare practice and our healthcare push, Dell brings a lot of strength, a lot of scale.
	It brings a tremendous balance sheet if there’s certain tuck-in acquisitions we need to make around healthcare and gives us great customer touch within the government. We’ll be able to work with the Dell sales team within the federal government, again, to expand our existing sales team. So, it for us is going to be a big, big target.
David Hubler:	Thank you.
Operator:	Your next question is from Kirk Ladendorf with “Austin American-Statesman.”
Kirk Ladendorf:	Hi, Michael, could you — could you kind of a sketch a bit of a history of this deal, how it has taken to negotiate it and sort of what was the role of Mr. (Johnson) from IBM in this — in this process?
Michael Dell:	The history here goes back actually a few years. We had contacts back in 2007 regarding this idea and so it’s not been a — it’s not been a new idea. Ross and I have been discussing this for quite some time and you know we think it’ll be great for both companies. You know certainly over the course of the summer, the discussions became more engaged, and we you know were able to come forward today with a — with a — with an agreement.
	And importantly, we have also reached agreement with a number of the key leadership to stay at the business, including certainly Peter Altabef, but many other key leaders in the organization, and we’ll be working throughout the organization to ensure that we retain the talent which is you know very important issue for us.

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Ross Perot Jr.:	And Kirk, another key point is that Dell is a very important customer for Perot Systems, and for the past couple of years, we’ve got to know each other, we’ve worked well together, our team has actually gone to market with Dell. And so we saw the cultural match, we saw what we could do together, and I think that made it a lot easier for us to jump onboard with Michael’s vision to help build — to build Dell.
Kirk Ladendorf:	(All right).
Michael Dell:	Hey, Kirk, you asked about (Dave Johnson).
Kirk Ladendorf:	Right.
Michael Dell:	You know he was not involved in this transaction in any way.
Kirk Ladendorf:	Thanks.
Operator:	Your next question is from the line of Justin Scheck with “Wall Street Journal.”
Justin Scheck:	Thanks for taking this. So, my question is, “Is this an effort by Dell to focus more on the healthcare and government sectors for services or is this looking, you know, overall to expand services ((inaudible)) very focused in those areas?”
Michael Dell:	Well, Justin, you know we see great opportunities really across the spectrum. Certainly the strength that Perot Systems has in healthcare is a significant one. We think that’ll be an area of great growth. And so having a strong capability there, both here in the U.S. and as that opportunity expands around the world, that’ll be quite valuable.
	But we also see opportunities in the government sector, in the commercial sector. You know so this is really about growth and that we think there are great opportunities here. Our challenge will be to focus on the best opportunities first. There are you know numerous opportunities for us here.

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Ross Perot Jr.:	And Justin, we have a great (PPO) practice at Perot that is — that is tremendous, one of the best (PPO) practices around healthcare, the very strong engineering practice at Perot, professional management practice. So there are lots of imbedded businesses that being tied into Dell will allow us to really scale up.
Operator:	Your next question is from Patrick Thibodeau with “Computer World.”
Patrick Thibodea	u: Hello. Thank you for doing this. Mr. Perot, many of the IT services firms have been shifting their workforces overseas to places like India, and that includes Perot. You once worried about NAFTA and the you know giant sucking sound, but for IT services to be competitive, do you have to increase the percentage of work that is completed offshore? What’s your outlook in this area?
Ross Perot Jr.:	You know if you look at the growth of Perot Systems, we certainly are global. We grow around the world. But our U.S. workforce has grown faster than our global workforce and we’re very involved in Nebraska, Kentucky. Lots of middle America’s, small American towns have been very, very good to Perot, and so we believe you can do both.
Patrick Thibodea	u: Grow in India and grow here ((inaudible))...
Ross Perot Jr.:	((inaudible)) globally. I mean we’re in India, we’re in the Philippines, we’re in Mexico, all through Eastern Europe, all through the mid-part of the United States. But you look at the headcount growth of Perot, we continue to grow faster in the U.S. than we do around the world.
Michael Dell:	I think there are great opportunities here in the United States, and we should also remember that 96 percent of the population of the world lives outside the United States, so there are some great opportunities there, as well.
Ross Perot Jr.:	So, Patrick, we — we’re growing robustly all over the world.
T R Reid:	Next question, (Angelia)?
Operator:	Your next question is from Shelley Singh with “Economic Times.”

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Shelley Singh:	Michael, (in that) there will be over 20 percent of your headcount with Perot, how will you grow it? And also Perot is a specialist player, so will you look at more acquisitions to a broad base ((inaudible))?
Michael Dell:	Well, together, I think the firms will have a very significant presence in India. Individually I think you know each of us — we’re quite strong there, and we’ll be working closely (close-to-close) to integrate the capabilities and scale it even further. So, we think there are lots of opportunities there, and certainly our business, the Dell business, has been growing robustly in India.
Shelley Singh:	The second part of the question?
Ross Perot Jr.:	What was the second part, Shelley?
Shelley Singh:	Perot is a specialist player in you know healthcare and government. Would you look at more acquisitions to broad-based services to compete with other large players?
Michael Dell:	Yes. Yes, I think you’ll see us continue. You know Perot Systems has had a history of acquiring others, and certainly you know looking at that capability now is an $8 billion services firm within a larger Dell with a strong balance sheet and strong cash flows, I think one can look to both organic investments and inorganic investments to continue that growth.
Ross Perot Jr.:	Shelley, we have a very strong M&A team at Perot, and they’re excited to team up with the Dell M&A team and look at these new ideas from this new perspective.
Shelley Singh:	Thank you.
Operator:	Once again, ladies and gentlemen, if you do have a question, press star one on your telephone keypads. That’s star one to ask a question. Your next question is from Brian Cramer with (ChannelWell.com).
(Brian Cramer):	Hi, thanks. I was wondering, Michael, if you could talk about how you see this acquisition co-existing with your present channel strategy. Will the services be offered through channel partners or is this going to be a competing delivery mechanism for them?

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Michael Dell:	Well, already got some positive encouragement from some of our channel partners this morning. I think you know both companies have channel partnerships, and those will only grow you know as we — as we combine together.
(Brian Cramer):	Great.
Operator:	Your next question is from Cliff Edwards with “Business Week.”
Cliff Edwards:	Hi, Michael. I had a question about the partnerships that you had with other service (systems), too. Do you expect to maintain those or how is that going to change?
Michael Dell:	We expect to maintain those, Cliff. You know this is a substantial addition to our capability, but you know there are wide range of solutions out there that we’re not addressing and you know certainly customers look to a multi-vendor approach you know from — in terms of the way our different product offerings and service offerings are deployed. And so, we’ll continue with that — with that approach and the relationships we have with other services and solutions providers.
Cliff Edwards:	Great, thanks.
Operator:	Your next question is from (Pat Oberdeen) with “Lincoln Journal.”
(Pat Oberdeen):	Hi, gentlemen. Mr. Perot, you mentioned Nebraska as one of the places that you have jobs, and that’s where I’m calling from. And the question I have is we have a large Perot Systems presence here. It’s one of the largest employers with over a thousand employees and they’re just putting the finishing touches on a brand-new local headquarters with plans to move more jobs here. As part of this deal, are those kinds of initiatives likely to go forward? Will there be any consolidation, job cuts — anything like that?

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Ross Perot Jr.:	So, (Pat), I mean those operations continue to go forward and the key about this transaction is that Peter Altabef, the CEO of Perot, will be running this group — combined group for Michael. And so the same leadership team that we existing — we have today will stay in place and continue to grow Perot Systems as we have. And our goal will be certainly to continue to grow and make it even bigger.
Operator:	Your next question is from Kirk Ladendorf with “Austin American-Statesman.”
Kirk Ladendorf:	Hey, Michael. You mentioned in your opening statement certain efficiencies of the combination. And I don’t know whether that was code for at least trimming some of the body count or not. Just kind of where do you think those efficiencies are?
Michael Dell:	When we look at the combined businesses, there are about you know $4 billion in costs. And you know we see an opportunity you know to the tune of roughly 6 to 8 percent of those costs over the two years in terms of savings. And so that’s in you know shared delivery and cost. Some of our own internal and external IT spend. And as we — as we look to — you know to those opportunities, you know we’ll want to reinvest that, again, in growth because this is really about growth.
Kirk Ladendorf:	Thanks.
Operator:	Your next question is from (Jeff Desheer) with “Consulting Magazine.”
(Jeff Desheer):	Hi. I’m wondering if you could walk us through a little bit more about the combined $8 billion services practices you mentioned ((inaudible)) very large (PPO) presence, but if you could talk anymore about what the rest of that services — combined services practice is, what both sides bring to the table, where you see expansion (in) services going forward?
Michael Dell:	Sure. Dell’s enhanced services business over the last four quarters generated $5.1 billion in revenues. You know Perot Systems generated 2.6 billion over the last four quarters. So, you know there you have it. You know that’s 7.7 billion. The Perot Systems organization has a substantial backlog — $8 billion

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	of backlog. Dell itself, if you look on our balance sheet you’ll find $5.8 billion of (preferred) services revenue on our balance sheet. That’s a number that has been increasing.
	Within the Dell $5.1 billion, it’s made up of three parts — support services, which is 71 percent, consulting, which is 8 percent, and life cycle services, which represents 21 percent.
Operator:	Thank you. We’ll now take our final question from Patrick Seitz with “Investors Business.”
Patrick Seitz:	Can you talk about what percentage of business at Perot Systems use Dell products? And I know you mentioned that you know expect Perot to continue having a multi-vendor approach, but is there going to be you know basically a significant preference for Dell products? I mean how is that going to work?
Michael Dell:	We’re not counting on that as a — as a significant source of benefit here. You know there’s certainly some opportunity there that we’ll go after, but you know that’s not — that’s not the primary purpose of this.
	Ross Perot Jr.:We’re already a big existing Dell shop at Perot. And we’ve had great partnerships certainly with Dell, and we go to market with Dell already.
Patrick Seitz:	And you don’t see much of a conflict with customers that want hardware from other companies other than Dell?
Michael Dell:	We don’t see a conflict.
Patrick Seitz:	All right, thanks.
T R Reid:	Once again, we appreciate your time and interest in today’s announcement. Obviously we’ll have much more to share with you over the next several weeks as this moves from intent to close. And we hope to be back with you at that point to characterize more about the important pairing of these two companies. Until then, thanks. Have a great day.
Male:	Thank you.
Operator:	This concludes today’s conference call. We appreciate your participation. You may disconnect at this time.

END

EX-99.2

Exhibit 99.2

September 2009 Robin Johnson, CIO DELL CONFIDENTIAL Dell IT All Hands Talking Points Perot Systems: The Right Move for Dell and for Our Customers

EYES ONLY - NOT FOR DISTRIBUTION Information in this document is provided to inform talking points ONLY DO NOT project, print, email or distribute slides This document relates to activity planning only; nothing in this document shall be construed to relate to program implementation or execution No copies of this document, in whole or in part, may be distributed without express permission from Dell's Office of the CIO 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 System'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. 2 DELL CONFIDENTIAL

Welcome 3 DELL CONFIDENTIAL I'm here today to talk to you about some exciting news - I believe one of the most important developments in the history of Dell, and for Dell IT in particular. As you know, we have announced our intent to acquire Perot Systems, a well-known and respected IT services company. I'm here to share a bit more perspective on this news. I hope you all are as excited and energized as I am and looking forward to applying your great skills and knowledge to this opportunity. Now that we have announced intent, we are beginning the process of planning for our integration. So what I'd like to talk to you about is where we are today as an IT organization and discuss some of the opportunities that the Perot Systems acquisition can bring to our organization.

The Right Move for Dell 4 DELL CONFIDENTIAL You may have heard Michael say that the planned combination of these two great companies is the right move for Dell and for our customers. And it's the right move for Perot Systems and their customers, too. Just think about the areas where Dell is strong: supply chain, manufacturing, e-Commerce, a tremendous hardware portfolio from the desktop to the data center - and all with a global reach. Then look at Perot: incredible services capability that perfectly compliments ours and great expertise in IT infrastructure and operations. It's really a great fit. So this is really about growth and new opportunities for both companies. We hope the additive and complimentary effect of our capabilities is going to create huge opportunities for us to expand all over the globe.

Aligning Our Teams 5 DELL CONFIDENTIAL We expect to close this agreement during Q4 of this year, so starting this week we have begun planning for integration. Large-scale integrations like this one can be challenging, but we have incredibly smart teams on both sides and corporate cultures that are very similar, and I am confident that their work will be a success. As you have read in the communication from Michael, once the acquisition is complete we will create a new Services unit that will be led from by Peter Altabef, the current CEO of Perot Systems. We expect this new organization will combine the best services capabilities of Dell and Perot Systems that will yield an IT-services portfolio that is stronger together than either of us is separately today. Think "1 + 1 = 3." This has the potential to be a huge win for both companies, our customers and our teams.

What This Means for IT: Inside Dell 6 DELL CONFIDENTIAL Now let's talk about the part you are probably most interested in: what these changes could mean for Dell IT. To start, let's talk a bit about what each of our companies looks like from the inside when it comes to IT. At Dell, you know that about a year ago we moved our IT operations and infrastructure teams to Dell's Global Services organization under the leadership of Bret Allinson. Bret has done a great job simplifying the environment and helping us to take out cost. We also of course have a very robust application development and app support organization that I am very proud to lead - and which I hope all of you are proud to be a part of. We have delivered tremendous results for Dell in the past year and we are poised to really transform the business over the next year with our Rationalize the Core initiative to simplify the application environment. We continue to drive stability as job #1 and are showing good results.

What This Means for IT: Inside Perot 7 DELL CONFIDENTIAL At Perot Systems, their IT functions live across multiple organizations just as ours do. But one key difference for Perot is that they also develop applications for their customers, which of course we at Dell do not. In addition, Perot has an IT function just like our application development function at Dell that develops and manages the internal IT systems and projects for Perot - things like HR and Finance systems and so forth. But most important, and this is a key differentiator: Perot also has tremendous expertise in the management and operation of IT infrastructures for their customers. This is an area where we see some great potential to reap some benefits in the continuous improvement of our own infrastructure as well as our ability to offer that capability to our customers around the world.

What This Means for IT: Putting it Together 8 DELL CONFIDENTIAL How this nets out is that the IT integration may look slightly different between the infrastructure side and the application side. For infrastructure, it's clear that here Perot is a world leader and we have an opportunity to learn from and leverage their extensive experience that will benefit us and our customers. For application development, it's more of a "marriage of equals" - and a very complimentary marriage, too. We'll look for ways to collaborate closely once the agreement closes to ensure that we combine the best of what we each bring to the table, and do that in the most effective way possible.

Dell IT and Perot IT: Better Together 9 DELL CONFIDENTIAL So how does this all net out? Once the agreement closes, we will have an extremely strong and talented IT organization with even more capability than today. And knowing all of you as I do, and having met many of the Perot team, I am confident that this has the potential to be an even stronger IT organization. And as a combined team, I know we will be able to attract and retain the best talent in the industry to join us. We are looking at structuring the IT function into two complimentary organizations: one team will focus on our go-to-market capabilities and application development services for customers, and that team will be led by Anurag Jain from Perot. I will lead the core IT functions as CIO for the combined companies. This means doing all of the things we do today as Dell IT, plus more - only we will also begin integrating the tremendous resources and expertise that Perot brings to the table to help us go faster.

What This Means for You 10 DELL CONFIDENTIAL I know what each of you can do - and I know how talented and smart and hard working you all are. There is a lot of work ahead for us, but I have full confidence in your ability to deliver. It's not just that I think we can do this - it's that I know we will do it better than any other IT team on the planet. And I'm genuinely excited for each of you, because this development can present a variety of opportunities for you. The potential to do new and different kinds of work for both internal IT and for our customers will be a great step forward for all of us. Think about Rationalize the Core. You are going to help us drastically reduce our application footprint - and once you do, you will now have the mobility to move to the go-to-market side and help our customers do the same. We will take all the best capabilities of Dell IT from the back office and moving them front and center to our customers.

What I Need From You 11 DELL CONFIDENTIAL So now I'm going to lay out exactly what I need from each of you in the next weeks and months. First, and I cannot emphasize this enough: STAY FOCUSED. Some of you have already asked if this acquisition will change our Rationalize the Core strategy. The answer is, yes, it will change it a lot - because now we have the opportunity to do it FASTER than ever before. It is absolutely key that we focus on our applications space so we can enable our business - and when we close the acquisition, we'll have the ability to accelerate. So, same strategy - just faster. Second, and this is very, very important: Until the agreement closes later this year, we have to continue to operate as two separate companies. We can plan for integration, but we can only plan. We can't do business together, we can't change our strategy or influence theirs. We must continue to do everything just as if there were no acquisition coming.

What I Need From You (cont'd) 12 DELL CONFIDENTIAL If you would not have given or requested the information from Perot before the transaction, do not give or request it today and, when in doubt, do not share or ask for the information and call us for advice. Third, keep an open mind during the integration period and after. Look at this as an opportunity for growth and improvement and the sharing of knowledge between two of the best IT teams anywhere in the world. Finally, HAVE FUN! This is an incredible time to be at Dell - and I have a feeling that someday you are going to look back on this as the best time of your career. I know that I will, and I could not be more proud to lead such an incredible team at such an exciting time. Now, let's stay focused on our commitments and continue to deliver amazing results for our internal and external customers. Thank you!

13 DELL CONFIDENTIAL

EX-99.3

Exhibit 99.3

Perot Systems

APAC All Hands Meetings — Talking Points

September 24, 25 and 28

Perot Associates (from Anurag):

Welcome and Announcement Overview (tone setting)

1.	Perot Systems Corporation and Dell have entered into an agreement for Dell to acquire Perot Systems
2.	This is the right transaction for our companies for multiple reasons which include our customers, our people and our shareholders
3.	As a combined organization we are a significantly more effective and stronger global provider of services across a broad range of industries, offering a full range of advanced solutions and expanded service and consulting capabilities
4.	Anticipate the transaction to be final near year end
5.	Perot Systems will become the services business unit within Dell with Peter Altabef as the President of the business unit and the existing Perot leadership and management teams; it is also expected that Ross Perot Jr will become a Director on the Dell Board

Why This Makes Sense — Synergies

1.	Perot Systems and Dell are both world class IT organizations both with 1) entrepreneurial roots 2) strong and similar people cultures 3) commitment to unparalleled client service, and 4) industry leaders in innovation
2.	Complimentary and additive capabilities
3.	For example are India based IT services associate numbers are very similar; Dell brings supply chain (SCM) and e-Commerce domain expertise, Perot System brings vertical and horizontal technical domain expertise
4.	Together we’ll be able to pursue more markets and deeper, richer relationships with our customers
5.	Increase our combined growth trajectory and accelerate our “break through” results

What This Means to All Associates — Benefits

1.	This translates to new career streams and opportunities to both Perot System and Dell associates
2.	Broader global reach and growth opportunities to our associates

Perot Systems

APAC All Hands Meetings — Talking Points

September 24, 25 and 28

3. Better and faster solutions to our clients which translates to richer client relationships

Next Steps

1.	We need to continue to focus on our customers and continue to deliver superior results
2.	Execute a smooth and flawless integration of our two organization
3.	Accelerate our next level of “break through” services and innovation which includes 1) next generation computing solutions 2) unprecedented client delivery and operations model, and 3) unique and standard setting customer experience

Perot Systems

APAC All Hands Meetings — Talking Points

September 24, 25 and 28

Dell Associates (additive comments by Anurag):

1. Glad to be Here

a.

Delighted to be a part of this merger of two exceptional companies, both organizations with strong and differentiating cultures and entrepreneurial roots and spirit

b.

Tell a personal or light story ... (could reference to Ross Perot Sr’s recognition of both organizations’ humble beginnings of Michael/Dell beginning operations in his dorm room and Ross/Perot Systems and his leadership team at his kitchen table ... if all this can begin in a dorm room and a kitchen table, imagine what we can accomplish with $8 billion dollars of run rate, 100,000 associates in 180 countries with a recognized and respected brand!)

2. A Little Bit About Who We Are

a.	Perot Systems Corporation brings a full scope of service offerings including applications development and management services, business process outsourcing and infrastructure services — $2.6 billion
b.	Domain excellence in the healthcare, government and financial services industries
c.	Strong and operationalized “culture of excellence” which translates to how we work together as a team, how we hold ourselves accountable to all of our stakeholders, and how integrity is embedded in every one of our relationships — customers, people, vendors, partners and communities in which we live and work

3. Why We are Excited

a.	First we’re excited about combining our cultures of entrepreneurs, innovators and excellence
b.	Together both organizations bring complimentary and additive capabilities which will enable us to expand our service offering, extend into new and emerging markets, create deeper and richer relationships with our clients and accelerate “breakthrough” success
c.	Together we will define, deliver and unlock the true value of next gen computing delivered through new service models and pricing paradigms

Perot Systems

APAC All Hands Meetings — Talking Points

September 24, 25 and 28

4. Next Steps

a. Continue business as usual with a keen focus on delivery excellence which will ensure customer confidence and excitement in the transaction

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 System’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.