sctovc - SEC tender offer described in this document has not yet commenced, and this document is...

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0000950123-09-044611.txt : 200909210000950123-09-044611.hdr.sgml : 2009092120090921172441ACCESSION NUMBER:0000950123-09-044611CONFORMED SUBMISSION TYPE:SC TO-CPUBLIC DOCUMENT COUNT:23FILED AS OF DATE:20090921DATE AS OF CHANGE:20090921GROUP MEMBERS:DII - HOLDINGS INC.

SUBJECT COMPANY:

COMPANY DATA:COMPANY CONFORMED NAME:PEROT SYSTEMS CORPCENTRAL INDEX KEY:0000894253STANDARD INDUSTRIAL CLASSIFICATION:SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]IRS NUMBER:752230700STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:SC TO-CSEC ACT:1934 ActSEC FILE NUMBER:005-53493FILM NUMBER:091079493

BUSINESS ADDRESS:STREET 1:2300 W PLANO PKWYCITY:PLANOSTATE:TXZIP:75075BUSINESS PHONE:9725770000

MAIL ADDRESS:STREET 1:2300 W PLANO PKWYCITY:PLANOSTATE:TXZIP:75075

FILED BY:

COMPANY DATA:COMPANY CONFORMED NAME:DELL INCCENTRAL INDEX KEY:0000826083STANDARD INDUSTRIAL CLASSIFICATION:ELECTRONIC COMPUTERS [3571]IRS NUMBER:742487834STATE OF INCORPORATION:DEFISCAL YEAR END:0129

FILING VALUES:FORM TYPE:SC TO-C

BUSINESS ADDRESS:STREET 1:ONE DELL WAYSTREET 2:STEDCITY:ROUND ROCKSTATE:TXZIP:78682-2244BUSINESS PHONE:5127284737

MAIL ADDRESS:STREET 1:ONE DELL WAYCITY:ROUND ROCKSTATE:TXZIP:78682

FORMER COMPANY:FORMER CONFORMED NAME:DELL COMPUTER CORPDATE OF NAME CHANGE:19920703

SC TO-C1d69195sctovc.htmSCHEDULE TO-C

sctovc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section14(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

DellInc.(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

ClassA 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, Suite3700
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 topreliminary communications made before the commencement of a tender offer.

o Check the box if any part of the fee is offset as provided by Rule0-11 (a)(2) and identify thefiling with which the offsetting fee was previously paid. Identify the previous filing byregistration 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

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

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

Third-party tender offer subject to Rule14d-1.

o Issuer tender offer subject to Rule13e-4.

o Going-private transaction subject to Rule13e-3.

o Amendment to Schedule13D under Rule13d-2.

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

SCHEDULE TO

This filing onScheduleTO relates to a planned tender offer by DII - Holdings Inc. (thePurchaser), a Delaware corporation and an indirect, wholly-owned subsidiary of Dell Inc., aDelaware corporation (Dell), to purchase all outstanding shares of ClassA Common Stock, parvalue $0.01 per share, of Perot Systems Corporation, a Delaware corporation (Perot Systems), tobe commenced pursuant to an Agreement and Plan of Merger, dated as of September20, 2009, by andamong Dell, the Purchaser and Perot Systems.

The tender offer described in this document has not yet commenced, and this document isneither an offer to purchase nor a solicitation of an offer to sell securities of Perot Systems. Atthe time the tender offer is commenced, Dell and the Purchaser will file a tender offer statementwith 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 tenderoffer statement (including the offer to purchase, letter of transmittal and related tender offerdocuments) and the related solicitation/recommendation statement that will be filed by PerotSystems with the SEC will contain important information, including the various terms of, andconditions to, the tender offer that should be read carefully before making any decision to tendersecurities in the planned tender offer. Those materials will be made available to Perot Systemsstockholders at no expense to them. In addition, these documents will be available at no charge onthe SECs web site at www.sec.gov.

Item12. Exhibits.

Exhibit Exhibit Name

99.1

E-mail distributed to global vice presidents and directors of Dell on September 21, 2009.

99.2

Key message slide deck and frequently asked questions distributed to global vice presidents and directors of Dell on September21,2009.

99.3

E-mail distributed to all Dell employees on September 21, 2009.

99.4

Core customer talking points and form of customer letter distributed to global vice presidents and directors of Dell on September21, 2009.

99.5

Blog by Steve Schuckenbrock posted on the internal Dell employee website on September 21, 2009.

99.6

Transcript of Dell audiocasts to be distributed to globalemployees on September 21, 2009.

99.7

Global employee e-mail andaudiocast Blog posted to Dell.com/investor.

99.8

Transcript of call with analystsand Dell held on September21, 2009.

99.9

Web check for analyst call held on September21, 2009.

2

EX-99.12d69195exv99w1.htmEX-99.1

exv99w1

Exhibit99.1

Audience:

Global Dell VPs/Directors

Channel:

Email

From:

Michael

Title:

Intent to Acquire Perot Systems

Timing:

6:00 am CT once releases crosses wire

A few minutes ago we announced plans to acquire Perot Systems, a company you know as aglobal provider of innovative business and IT services and a company we have collaborated with formany customers. This is the latest and a particularly important step in transforming Dell,supported by one of our strategic pillars, to be the best-value solutions integrator for theEfficient Enterprise. The acquisition will position Dell even better for immediate and long-termgrowth and efficiency.

We will be communicating this exciting news to all employees shortly. Additional information aboutthe planned acquisition and Perot Systems is available to you at the online ExecutiveSuite. Please familiarize yourself with this development so you are prepared to put this inthe right strategic context and answer questions from your teams, customers and partners.

Among other communications, we will be conducting town hall meetings at Perot Systems this morningand at Dell, with managers and executives from the Services and IT teams, this afternoon. Themeeting in Round Rock will be videotaped and made available to all employees through One Dell Way.Well be active on our internal blogs and other communications channels to help educate and exciteour global teams on this new development. We will also be sharing our news with investors andsecurities and industry analysts, and through business and IT-trade journalists.

We expect to complete the acquisition of Perot Systems later this year. In the meantime, and evenas representatives from both companies plan for eventual integration, it is critical we allunderstand that Dell and Perot Systems will continue to function as independent organizations:collaborating in many cases and competing against each other in others, doing business as we didbefore this announcement.

This is an important day in our history as we continue to build a bigger and better Dell. Thankyou for your support and leadership through this exciting time.

Additional Information

The planned tender offer described in this email has not yet commenced.The description containedin this email is not an offer to buy or the solicitation of an offer to sell securities. At thetime the planned tender offer is commenced, Dell will file a tender offer statement on ScheduleTOwith the Securities and Exchange Commission (the SEC), and Perot Systems will file asolicitation/recommendation statement on Schedule14D-9 with respect to the planned tender offer.The tender offer statement (including an offer to purchase, a related letter of transmittal andother tender offer documents) and the solicitation/recommendation statement will contain importantinformation that should be read carefully before making any decision to tender securities in theplanned tender offer. Those materialswill be made available to Perot Systems stockholders at no expense to them. In addition, all ofthose materials (and all other tender offer documents filed with the SEC) will be made available atno charge on the SECs website: www.sec.gov.

EX-99.23d69195exv99w2.htmEX-99.2

exv99w2

Exhibit 99.2

PEROT SYSTEMS

INTENT TO ACQUIRE

- - COMMUNICATIONS TOOLKIT -

Additional Information

The planned tender offer described in this presentation has not yet commenced. The description contained in this presentation is not an offer tobuy 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 onSchedule TO with the Securities and Exchange Commission (the "SEC"), and Perot Systems will file a solicitation/recommendation statement onSchedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittaland other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefullybefore making any decision to tender securities in the planned tender offer. Those materials will be made available to Perot Systems' stockholdersat 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 nocharge on the SEC's website: www.sec.gov.

September 2009

Dell Internal Use Only: Please Do Not Distribute

WHAT'S HAPPENING?

Dell has announced its intent to acquire PerotSystems in a transaction valued at approximately$3.9B.

The agreement results in a compelling combination oftwo iconic information-technology brands.

Once the acquisition is complete, Perot Systems willbecome Dell's services unit and be led from Plano,Texas, by Peter Altabef, the current Perot SystemsCEO.

Dell will also merge its IT teams.

The transaction, which is subject to customarygovernment approvals and the satisfaction of othercustomary conditions, is expected to close in Dell'sNovember - January fiscal quarter.

DELL CONFIDENTIAL

2

WHO IS PEROT SYSTEMS?

Perot Systems provides world-class services includingin applications, technology, infrastructure, businessprocesses and consulting.

Headquartered in Plano, Texas, Perot Systemsreported 2008 revenue of $2.8B.

The company has more than 23,000 associateslocated in the Americas, Europe, Middle East and AsiaPacific.

Perot Systems is a leading provider to clients inhealth-care, government and other commercialsegments from small and medium enterprises to thelargest global institutions.

DELL CONFIDENTIAL

3

WHAT ARE THE BENEFITS TODELL?

The expanded Dell will be even better positioned forimmediate and long-term growth and efficiency drivenby:

Providing a broader range of IT services and solutions andoptimizing how they're delivered

Extending the reach of Perot Systems' capabilities, includingin the most dynamic segments, around the world, and

Supplying leading Dell computer systems to even more PerotSystems customers.

Both companies have similarly strong, relationship-based business cultures.

People in both companies are recognized for helpingcustomers thrive by using IT for greater effectivenessand productivity.

DELL CONFIDENTIAL

4

WHAT HAPPENS NOW?

During this acquisition period and as both companiesplan for eventual integration, it is critical to rememberthat Dell and Perot Systems will continue to functionas independent organizations.

This means:

Collaborating in many cases.

Competing against each other in others.

Doing business as we did before this announcement.

DELL CONFIDENTIAL

5

RESOURCES

Customer / system integrator/ partner / GR talkingpoints: URL

Front-line agent talking points script: URL

Customer / SI / partner / GR letter: URL

Internal talking points, Legal & Regulatory Guidelinesand FAQs: URL

Press release: URL

MSD blog post: One Dell Way

Perot Systems Web site: URL

DELL CONFIDENTIAL

6

ConfidentialFor Internal Use Only

INTENT TO ACQUIRE PEROT SYSTEMS
MANAGER TOOLKIT

CONTENTS:

Internal Talking Points

Legal and Regulatory Guidelines

Frequently Asked Questions (FAQs)

Internal Talking Points:

Dells acquisition of Perot Systems is the right services acquisition, for our customersand both companies.

The agreement results in a compelling combination of companies that have similarlystrong, relationship-based business cultures, and that are known for sharp focus on helpingcustomers thrive by using IT for greater effectiveness and productivity, reducing ITcomplexity and total cost of ownership for our customers around the globe.

The agreement is overwhelmingly about the companies strong, complementary capabilitiesand how the combined company will offer business customers improved services andnext-generation enterprise technology solutions.

The acquisition combines Dells global reach and significant services business withPerot Systems world-class services portfolio.

The resulting company will expand Dells enterprise-solutions capabilities to morecustomers worldwide and will have greater immediate and opportunity for long-term,profitable growth.

The companies already collaborate to develop IT solutions and innovative services forshared customers, particularly in healthcare and the federal government.

The combination creates a comprehensive and efficient IT-solutions company which, overthe past four quarters, had a combined $16billion in enterprise and IT services revenuewith about $8billion from IT services. This is in addition to our leadership in industrystandard servers, storage and clients systems in the United States and worldwide.

We anticipate closing in Dells fourth fiscal quarter this year; based on currentestimates, the transaction is expected to be accretive to GAAP earnings in fiscal 2012.

Dell Confidential For Internal Use Only

Legal and Regulatory Guidelines:

This transaction will be subject to regulatory review in several jurisdictions. Until thosereviews are completed and the acquisition is closed, Dell and Perot Systems are prohibited fromtaking any action as a combined company. During this review period, as you work on implementationand day one planning, the simplest rule to follow is that if you would have business concerns aboutsharing or asking for a piece of information if the transaction did not close, do not share or askfor the information. Also, plan, do not implement.

You may seek information needed to plan for a joint strategy and integration going forward, butneither Dell nor Perot Systems can take undertake any action in furtherance of those plans. Someexamples of potential violations include:

Agreeing on prices, marketing, production, customer strategies

Allocating customers or identifying territories

Directing potential customers to each other

Joint customer meetings

Influencing or restricting the others commercial activities

Mingling assets, resources, support, or processes

Agreeing on geographic or product coordination efforts (outside theordinary course of our existing relationship)

Moving people into their post-closing job duties


FAQs:

Strategy of Acquisition, Timing and Terms

Why acquire Perot Systems? Why now?

The acquisition combines Dells global reach and significant services business with Perot Systemsworld-class services portfolio to deliver broader enterprise services to more customers worldwide.

Organizing as a single company significantly expands the range of Dells commercial IT solutions byleveraging Perot Systems enterprise services across a broad customer base that spansmulti-national and large corporations, government, health-care, educational institutions, and smalland medium businesses around the globe.

Perot Systems expertise in infrastructure and operations, business processes, applicationdevelopment services, and deep relationships in commercial and public sectors, strongly complementsDells existing services offerings and global customer relationships. The combination increasesDells enterprise and services base to $16billion, with services revenue of approximately $8billion over the past four quarters.

What are the terms of the acquisition?

Dell will acquire Perot Systems at a price of $30 per share, giving the transaction a total valueof $3.9billion. We will fund transaction with existing cash and commercial paper.

Was this deal transacted out of a sense of urgency / competitive desperation?

This was the right services acquisition, for our customers and both companies.The agreement is overwhelmingly about strong, complementary capabilities, combining Dells globalreach and significant services business, with Perot Systems world-class services portfolio todeliver broader enterprise solutions to more customers.

Organizational Alignment & Integration Planning

Where does this fit into your organization and who has ownership?

Perot Systems organization and capabilities are largely complementary and its current leadershipand culture are key to its ongoing success. Perot Systems brings a full scope of service offerings,including consulting, infrastructure and operations, application development and business processoutsourcing, and deep relationships and expertise in financial-services, government and health-carecustomer segments.

Peter Altabef will head a services unit comprised of the companys services organizations. It willbe managed from the Plano campus and Perot Systems will be managed as a Dell company.

How does this impact our Services strategy?

The expanded Dell will be even better positioned for immediate and long-term growth and efficiencydriven by providing a broader range of IT services and solutions and optimizing how theyredelivered. Together with Perot Systems, we will have a great IT-


solutions portfolio for the fullrange of commercial customers: large corporations, public institutions and small and mediumbusinesses.

What changes will happen to Dells Services organization?

Dell and Perot Systems will continue to function as independent organizations. Once theacquisition is complete, Perot Systems will become Dells services unit and be led from Plano,Texas, by Peter Altabef, the current Perot Systems CEO.

What immediate changes will happen to Dells IT organization?

Dell IT and Perot Systems will continue to function as independent organizations. Once theacquisition is complete, Dell will merge our IT teams, in the process moving IT to the front officeas we take our stronger internal capabilities to customers.

What is the timing for integration? What is our integration plan?

Closing of the agreement is expected during Dells fourth fiscal quarter this year, and based oncurrent estimates, the transaction is expected to be accretive to GAAP earnings in fiscal 2012. Wehave begun integration planning and will have more information on it upon closing. Well apply keylearnings from our successful integration of EqualLogic, whose revenue is up 4x since acquisition.

What customers does Perot Systems serve today? How will we retain these customers?

Perot Systems offerings include consulting, infrastructure and operations, applicationsdevelopment and business-process outsourcing, provided primarily to government, healthcare andfinancial-services organizations. (25% Gov.; 27% Commercial; 48% Healthcare).

Dell brings direct access to a broad, global customer base of customers, most of which representnew opportunity for Perot Systems. Together, Dell and Perot Systems will offer customers morechoices, advanced solutions and expanded services capabilities. The acquisition also positions Dellfor renewed growth and fuller entry into segments in which Perot Systems is strong.

Both companies have a U.S. centric client base, how does this deal extend our global reach?

In fact, about half of Dells revenue comes from customers outside the United States. PerotSystems strength in the U.S. offers Dell additional capabilities for U.S., so the combinationenables significant diversification, from both a business and geographic perspective. The combinedcompany will have additional services/products to offer and, geographically, a broader, worldwidecustomer base.

Do the two cultures differ? What challenges do we anticipate?

No, we have much in common, sharing strong, founder-led growth cultures based on relationshipbuilding, shared vertical segment expertise and a strong commitment and


ambition to providecustomer value. The companies also have collaborated in the past and have a shared reputation forinnovation and efficiency.

Additional Information

The planned tender offer described in these materials has not yet commenced.The descriptioncontained in these materials is not an offer to buy or the solicitation of an offer to sellsecurities. At the time the planned tender offer is commenced, Dell will file a tender offerstatement on ScheduleTO with the Securities and Exchange Commission (the SEC), and Perot Systemswill file a solicitation/recommendation statement on Schedule14D-9 with respect to the plannedtender offer. The tender offer statement (including an offer to purchase, a related letter oftransmittal and other tender offer documents) and the solicitation/recommendation statement willcontain important information that should be read carefully before making any decision to tendersecurities in the planned tender offer. Those materials will be made available to Perot Systemsstockholders at no expense to them. In addition, all of those materials (and all other tenderoffer documents filed with the SEC) will be made available at no charge on the SECs website:www.sec.gov.


EX-99.34d69195exv99w3.htmEX-99.3

exv99w3

Exhibit99.3

Confidential For Internal Use Only

MSD/HRPJ/HRP AUDIOCAST

GLOBAL EMPLOYEE EMAIL:

Moderators Note: Michael joined Ross Perot and Ross Perot Jr in taping an audiocast message forall Dell and Perot Systems employees on this exciting day. Please take a moment to hear what theyhad to say!

Over the past several months weve taken several important steps that made clear statements abouthow were transforming Dell, for customers, our company and each other. Weve changed ourorganization to line up with customer segments, revamped our entire product line, made investmentsto add and develop new skills, and streamlined how we run our business. We still have a long wayto go on our transformation journey, but we have made some important progress.

Today we made another very bold statementone with a big exclamation pointthat I am extremelyexcited about.

We announced our plan to acquire Perot Systems (link to home page), which most of you knowis a leading, global provider of innovative business and IT services. This move is an importantstep to fulfilling our strategy and positioning Dell even better to deliver increased value to ourcustomers. As we said in a press release (link to release) a short time ago, combining ourcompanies will allow us to:

Provide customers the best next generation solutions and services to help them realizevalue from their IT investments, and

Extend the reach of Perot Systems capabilities around the world.

Of course, this is not our first acquisition; weve done eight in the past couple of years. Thelargest of them up until now was EqualLogic, which we have developed and used to become a leadingsupplier in the fastest-growing storage-technology segment.

I believe the addition of Perot Systems will be profound in significant ways. This isnt aservices acquisition. Its the right services company for us, with highly complementary,world-class capabilities. Weve got great products, made breakthroughs in service delivery, andhave increasing expertise in infrastructure consulting and software-as-a-service. Perot Systemshas an extensive range of high-value, next-generation services, with a track record of significantvalue creation for its customers. They have also been a valued partner with us in developing andproviding modular services.

A large part of the reason we arevery confident about this acquisition is we know and have been successful with them.And we share key characteristics, especially a sharp focus on helping customers thrive andbe most productive and efficient. Our collaboration with them includes projects in importantareas like health care and government, and on modular services. Together we will offer greatIT solutions for the full range of commercial customerslarge corporations, public institutions,and small and medium businesses.

We expect to complete the acquisition of Perot Systems later this year. When we do, Perot Systemand our Dell services teams will be combined into a single services business unit, led from Planoby Peter Altabef, the current Perot Systems chief executive officer. We will also merge our ITteams, in the process moving IT to the front office as we take our stronger internal capabilitiesto customers. In the meantime, even as representatives from both companies plan for eventualintegration, Dell and Perot Systems will continue to function as independent organizations:collaborating in many cases, competing against each other in others, doing business as we didbefore this announcement.

This isnt the end of our transformation work, its just the beginning. Theres more to be done aswe continue to build out our capabilities and assets to the best-value solutions integrator for theEfficient Enterprise. However, todays announcement illustrates pretty clearly how were remakingDell around a clear vision, on our terms, always mindful of whats right for customers.

Together, we are building a Dell that is better than ever. Im hopeful you find the process asexhilarating as I do, and the results should be a lot of fun.


The planned tender offer described in this email has not yet commenced. The description containedin this email is not an offer to buy or the solicitation of an offer to sell securities. At thetime the planned tender offer is commenced, Dell will file a tender offer statement on ScheduleTOwith the Securities and Exchange Commission (the SEC), and Perot Systems will file asolicitation/recommendation statement on Schedule14D-9 with respect to the planned tender offer.The tender offer statement (including an offer to purchase, a related letter of transmittal andother tender offer documents) and the solicitation/recommendation statement will contain importantinformation that should be read carefully before making any decision to tender securities in theplanned tender offer. Those materials will be made available to Perot Systems stockholders at noexpense to them. In addition, all of those materials (and all other tender offer documents filedwith the SEC) will be made available at no charge on the SECs website: www.sec.gov.

TRANSCRIPT OF AUDIOCAST REMARKS:

Michael Dell: Today is an important and exciting day in Dells innovative history. We haveannounced a plan to acquire Perot Systems, a company that like our own has made a notable mark onIT. Ross Perot Sr started Perot Systems in 1988 with a focus on the customer and an ability todevelop and deliver world-class services. This acquisition is right on target with our strategicplan. It combines our great products and services with Perot Systems very complementary, highvalue, next generation services capabilities and should provide opportunities for immediate andlong-term growth. This is a terrific move for our customers, for both companies, and for ourpassionate and committed teams. Im sitting next to a couple of those people right now RossPerot, the founder of Perot Systems, and Ross Perot Jr., the companys Chairman of the Board. Rossthis is terrific news.

Ross Perot Jr: Michael, this is a great day. The Perot Systems team has built a great company fromthe ground up. We take special satisfaction that Dell recognizes our accomplishments. Now wereformalizing a relationship thats been growing in size and significance. The new larger Dell willbe very special. Built on our success and yours and taking Perot Systems expertise to morecustomers than ever. To our Perot Systems team, Id like to say that this transaction creates newopportunity, both for us as a company as we pursue an even more ambitious international strategy,and for all of you individually. And to Dell, Im excited about the potential this combinationcreates. I look forward to joining the Dell board and am excited to bring these great companiestogether. Dad I know you share this excitement.

Ross Perot: Absolutely. Thats right, Ross. Im proud to be associated with Michael and his greatcompany. They have quite a record. Perot Systems and Dell share an entrepreneurial spirit andthats important. Dell was started in a dormitory room. We started around my kitchen table and the rest is

history. Today we are both strong, global companies. Together we have the opportunity to offer ourclients more services and solutions than we have ever had in the past. I think the sky will be thelimit for this new company.

Michael Dell: Mr.Perot and Ross, we look forward to formally welcoming you to the Dell family asthis transaction closes over the next several weeks.

Ross Perot: We do, too, thank you!

Ross Perot Jr: Michael, its going to be great thank you.

Michael Dell: Thank you.

*END*


The planned tender offer described in this transcript has not yet commenced. The descriptioncontained in this transcript is not an offer to buy or the solicitation of an offer to sellsecurities. At the time the planned tender offer is commenced, Dell will file a tender offerstatement on ScheduleTO with the Securities and Exchange Commission (the SEC), and Perot Systemswill file a solicitation/recommendation statement on Schedule14D-9 with respect to the plannedtender offer. The tender offer statement (including an offer to purchase, a related letter oftransmittal and other tender offer documents) and the solicitation/recommendation statement willcontain important information that should be read carefully before making any decision to tendersecurities in the planned tender offer. Those materials will be made available to Perot Systemssstockholders at no expense to them. In addition, all of those materials (and all other tenderoffer documents filed with the SEC) will be made available at no charge on the SECs website:www.sec.gov.

EX-99.45d69195exv99w4.htmEX-99.4

exv99w4

Exhibit99.4


KEY MESSAGING TOOLKIT

CONTENTS:

Reactive Agent Script

Customer/Partner/Systems Integrator/GR talking points

Customer/Partner/Systems Integrator/GR template letter

FOR REACTIVE USE ONLY
Front-Line/Agent Script Perot Systems acquisition

If you receive questions from customers regarding Dells intent to acquire Perot Systems, pleaseuse the script below as a guideline to respond.

Reactive Agent Script

Thank you for calling Dell.

Yes, I am familiar with the announcement about Dells intent to acquire PerotSystems.

Rest assured that service to customers will not be affected during the transition.

Nothing changes at all for our customers.

In fact, our primary focus is on providing the best customer support experiencepossible to you.

So how may I help you today?

Should you receive calls from media or analysts, please route them to the Dell PressLine at (512)728-4100.

Customer/Partner/Systems Integrator/GR talking points
To be customized as needed, in keeping with core messages

If you receive questions from customers regarding Dells intent to acquire Perot Systems, pleaseuse the talking points below as a guideline to respond.

Dells acquisition of Perot Systems is the right services acquisition, for our customersand both companies.

The agreement results in a compelling combination of companies that have similarlystrong, relationship-based business cultures, and that are known for sharp focus on helpingcustomers like you thrive by using IT for greater effectiveness and productivity, reducingIT complexity and total cost of ownership for our customers around the globe.

The agreement is overwhelmingly about the companies strong, complementary capabilitiesand how the combined company will offer business customers improved services andnext-generation enterprise technology solutions.

The acquisition combines Dells global reach and significant services business withPerot Systems world-class services portfolio.

The resulting company will expand Dells enterprise-solutions capabilities to morecustomers worldwide and will have greater immediate and opportunity for long-term,profitable growth.

The companies already collaborate to develop IT solutions and innovative services forshared customers, particularly in healthcare and the federal government.

Were building a Dell that is better than ever, always mindful of what is right for ourcustomers.

Should you receive calls from media or analysts, please route them to the Dell PressLine at (512)728-4100.

Customer/Partner/Systems Integrator/GR template letter
To be customized as needed, in keeping with core messages

One Dell Way
Round Rock, Texas 78682
www.Dell.com

,
Dear ,

We are excited to share the news that Dell intends to acquire Perot Systems, a leading, globalprovider of innovative business and IT services.

The acquisition will result in a compelling combination of two iconic information-technologybrands. Dell and Perot Systems share several key characteristics and our products, services andstructures are overwhelmingly complementary. We have similarly strong, relationship-based businesscultures. People in both organizations are recognized for helping customers thrive by using IT forgreater effectiveness and productivity.

The transaction, which is subject to customary government approvals and the satisfaction of othercustomary conditions, is expected to close in Dells November-January fiscal quarter.

Your business continues to be priority one for us at Dell. If you have any questions, please letme or any member of your account team know. We look forward to continuing to work with you anddemonstrating what a bigger, better Dell will mean for you.

Best regards,
Executive
TITLE

Additional Information

The planned tender offer described in these materials has not yet commenced. The descriptioncontained in these materials is not an offer to buy or the solicitation of an offer to sellsecurities. At the time the planned tender offer is commenced, Dell will file a tender offerstatement on ScheduleTO with the Securities and Exchange Commission (the SEC), and Perot Systemswill file a solicitation/recommendation statement on Schedule14D-9 with respect to the plannedtender offer. The tender offer statement (including an offer to purchase, a related letter oftransmittal and other tender offer documents) and the solicitation/recommendation statement willcontain important information that should be read carefully before making any decision to tendersecurities in the planned tender offer. Those materials will be made available to Perot Systemsstockholders at no expense to them. In addition, all of those materials (and all other tenderoffer documents filed with the SEC) will be made available at no charge on the SECs website:www.sec.gov.

EX-99.56d69195exv99w5.htmEX-99.5

exv99w5

Exhibit99.5

Audience:

Global Dell team

Channel:

ODW corporate blog

From:

Steve Schuckenbrock

Title:

Get to Know Perot Systems!

For the last several years here at Dell, weve been on a mission to take complexity out of IT,drive costs down and deliver end-to-end solutions based on the unique needs of our customers.Weve sought out and partnered with companies that shared this common vision for the enterprise,looking for those that really got it.

One company in particular really did get it. And today, we announced intent to acquire thatcompany. Its a company that has been innovating in the services industry for more than 20years.Let me tell you more about who this company is and what they do.

Perot Systems: Long-Term Relationships Based on Values and Industry Expertise

Values-driven company

Culture of service and results

Solving problems and seeing the world from our clients point of view

One methodology, one team, one company

Sounds familiar, doesnt it? Dell and Perot Systems share many of the same goals and values.

Perot Systems is a leading provider of infrastructure, applications, and business process servicesand solutions. Working with healthcare, government, manufacturing, consumer products and services,and financial services customers, they deliver new and efficient service models that range fromconsulting and projects to modular services and outsourcing.

In the enterprise, theyre showing customers the agile and flexible benefits of the cloud withbest-in-class integration and virtualization services.

Theyve taken a leadership role in the future of the healthcare industry, developing solutions forelectronic health records, healthcare informatics and financial optimization.

They continue to expand their reach globally, moving into geographies including China, LatinAmerica, India and Europe.

With an eye on the future, Perot Systems is focused on the creation and delivery of next-generationservices. This acquisition is right on target with Dells strategic plan. We share deep industryexpertise, an unrelenting focus on the customer, and a commitment to simplify and driveefficiencies in the enterprise.

Both Dell and Perot Systems are made up of teams of committed, engaged and talented people from allover the world. These teams know how to deliver truly differentiated value to customers, keepingtheir needs at the heart of everything they do.

This is the right path. Its a great marriage. And an important step in building a bigger andbetter Dell.

Take the time to learn more about Perot Systems on its Web site: www.perotsystems.com. Theirs isa fascinating story and one that will enrich the history, the capabilities and the impact of Dell.


The planned tender offer described in this blog post has not yet commenced. The descriptioncontained in this blog post is not an offer to buy or the solicitation of an offer to sellsecurities. At the time the planned tender offer is commenced, Dell will file a tender offerstatement on ScheduleTO with the Securities and Exchange Commission (the SEC), and Perot Systemswill file a solicitation/recommendation statement on Schedule14D-9 with respect to the plannedtender offer. The tender offer statement (including an offer to purchase, a related letter oftransmittal and other tender offer documents) and the solicitation/recommendation statement willcontain important information that should be read carefullybefore making any decision to tender securities in the planned tender offer. Those materials willbe made available to Perot Systemss stockholders at no expense to them. In addition, all of thosematerials (and all other tender offer documents filed with the SEC) will be made available at nocharge on the SECs website: www.sec.gov.

EX-99.67d69195exv99w6.htmEX-99.6

exv99w6

Exhibit99.6


STEVE SCHUCKENBROCK AUDIOCAST

EMAIL TEASER/DRIVING EMPLOYEES TO BLOG:

Audience:

Global LE team

Channel:

LE email teaser/blog intro directing to audiocast

From:

Steve Schuckenbrock

Title:

Perot Systems What This Means To LE

By now youve seen the news from Michael about our intent to acquire Perot Systems. Thisis the right services acquisition for Dell a great fit for our company both strategically andculturally. This is also a great fit for our team in Large Enterprise!

Please take just a few moments to listen to my audiocast message on the LE blog and tolearn more about Perot Systems in my blog on One Dell Way.

Steve


The planned tender offer described in this email has not yet commenced. The description containedin this email is not an offer to buy or the solicitation of an offer to sell securities. At thetime the planned tender offer is commenced, Dell will file a tender offer statement on ScheduleTOwith the Securities and Exchange Commission (the SEC), and Perot Systems will file asolicitation/recommendation statement on Schedule14D-9 with respect to the planned tender offer.The tender offer statement (including an offer to purchase, a related letter of transmittal andother tender offer documents) and the solicitation/recommendation statement will contain importantinformation that should be read carefully before making any decision to tender securities in theplanned tender offer. Those materials will be made available to Perot Systemss stockholders at noexpense to them. In addition, all of those materials (and all other tender offerdocuments filed with the SEC) will be made available at no charge on the SECs website:www.sec.gov.


Hello to all of my colleagues around the world. This is Steve Schuckenbrock. And I know that all ofyou have now seen the terrific announcement that Michael made this morning about our intent toacquire Perot Systems. While the actual closing of that transaction will take a little bit of time,I think it would be great for everyone to take some time and learn as much as you possibly canabout the exciting capabilities that Perot Systems will add to our business. The combination ofPerot Systems services

capability, along with Dells services capability, creates an almost $8billion business and that business has scale, it has global reach, it has capability that go wellbeyond anything that Dell has been able to deliver itself up until this point. Its really excitingto see the potential of this combination and to know what it can do for our customers. Both Perotand Dell stand for intimate relationships, directly with the customer, and delivered in a way thatreally drives toward maximizing the value and the total cost of ownership in their business. Whenyou have that as a collective focus, and have the capability that their business and our businesshas, and the potential for that capability being focused on our customers, I think you can get somedramatic results. Im really excited about this and I hope all of you are as well. And I wouldinvite you not only to stay current with everything thats going to happen and be visible on OneDell Way, but get familiar with the Perot Company and get out to their Web site and learn whattheyre doing. I expect theyll get a lot of hits today. The other thing that I would tell you iswe have fantastic people in Dell. We have fantastic people specifically in Dell Services, whetherits from the Tech Centers all the way through the variety of different consulting and managedservices offerings. Our people differentiate us every single day. Well, that is at the core of thephilosophy of Perot Systems. It is what that business is founded from. And its the combination ofthose cultures, which I believe will be very, very compatible, that we will achieve the greatnessthat we aspire to. So, I once again encourage you to get out there and take a look. And we lookforward to further news as this acquisition continues to develop.

*END*




PAUL BELL AUDIOCAST

EMAIL TEASER/DRIVING EMPLOYEES TO BLOG:

Audience:

Global Public team

Channel:

Public email teaser/blog intro directing to audiocast

From:

Paul Bell

Title:

Perot Systems What This Means To Public

This is an exciting day for us in Global Public! By now youve seen the news from Michaelabout our intent to acquire Perot Systems. This is the right services acquisition for Dell agreat fit for our company both strategically and culturally. This is especially true for us inPublic.

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


The planned tender offer described in this email has not yet commenced. The description containedin this email is not an offer to buy or the solicitation of an offer to sell securities. At thetime the planned tender offer is commenced, Dell will file a tender offer statement on ScheduleTOwith the Securities and Exchange Commission (the SEC), and Perot Systems will file asolicitation/recommendation statement on Schedule14D-9 with respect to the planned tender offer.The tender offer statement (including an offer to purchase, a related letter of transmittal andother tender offer documents) and the solicitation/recommendation statement will contain importantinformation that should be read carefully before making any decision to tender securities in theplanned tender offer. Those materials will be made available to Perot Systemss stockholders at noexpense to them. In addition, all of those materials (and all other tender offer documents filedwith the SEC) will be made available at no charge on the SECs website: www.sec.gov.


Paul Bell: This is a very exciting day for us in the Global Public sector. By now I hope youvehad a chance to see Michaels announcement and perhaps some of the early press coverage of ourimpending acquisition of Perot Systems. Michael described how this company is an excellent fitwith Dell strategically and culturally. For us in the Public sector this is especially true.Perot has built a world-class practice in healthcare and ingovernment and is far away the leading service provider to hospitals in the US as of today. Weknow them in a direct, personal way since theyve been our closest strategic

partner in UShealthcare since earlier this year. Weve come to respect their capability, admire their cultureof service and integrity, and weve really enjoyed working with them, and I know you will too. Ourintention is to complement each other and grow together globally. Theyve already begun to extendtheir reach into Europe, Latin America, India and China. Well be great teammates around the worldin creating and delivering next-generation solutions to our customers. I believe we have somegreat things ahead of us working together. We share a common vision, an undeniable passion and adesire to make an impact. This is the right services acquisition for Dell and for us in the Publicsector. Together were building a Dell thats better than ever.

*END*



EX-99.78d69195exv99w7.htmEX-99.7

exv99w7

Exhibit99.7

Today, Dell and Perot Systems entered a definitive agreement for Dell to acquire Perot Systems in atransaction valued at $3.9billion. Terms of the pairing were approved by boards of bothcompanies.We anticipate the combination will close by end of Dells fiscal 4th quarter, pending regulatoryapproval, and will be funded with existing cash. Perot Systems current CEO, Peter Altabef willlead the combined services units of joint Perot Systems and Dells services units. The newbusiness unit will be called Perot Systems, a Dell Company and will be run out of Perots currentPlano, Texas campus.

This acquisition is about our strategy to provide next-generation IT service delivery and grow ourenterprise revenue base. This is a key acquisition in our strategy to transform the company and ITservices will be a significant part of our strategy and we have been focused on finding the rightasset in this space, which Perot Systems provides. Perot Systems expertise in infrastructure &operations, business processes, application development services strongly complements Dellsexisting services offerings and global reach. Not only do they have a robust services portfolio,but they have tremendous segment expertise, including growth areas such as healthcare andgovernment.

This combination allows Dell to gain a scalable asset that we can leverage our direct customerfootprint to build out rapidly. We think we can add on other assets (including ours), andglobalize Perot Systems into a strong global service company. Perot Systems world-class servicesinnovation brings several key service offerings we dont enjoy today. Another critical element tounderstand regarding this announcement is that Dell and Perot Systems are very familiar with eachother from a capability and cultural standpoint. We have enjoyed a longstanding relationship overthe past several years and with our announcement today take this relationship to the next level,which will allow us to deliver the best possible value for our customers. The pairing results in acompelling combination of companies that have similarly strong, relationship-based businesscultures, and that are known for focus on helping customers thrive by using IT for greatereffectiveness and productivity.

There will be more details about this acquisition once we close and satisfy the customaryregulatory requirements involved. In the end, out strategic mission remains the same to providedisruptively great value to our customers... while balancing our financial goals of liquidity,profitability, growth. Thanks and we welcome your questions as always.

Rob


The planned tender offer described in this blog posting has not yet commenced. The descriptioncontained in this blog posting is not an offer to buy or the solicitation of an offer to sellsecurities. At the time the planned tender offer is commenced, Dell will file a tender offerstatement on ScheduleTO with the Securities and Exchange Commission (the SEC), and PerotSystems will file a solicitation/recommendation statement on Schedule14D-9 with respect to theplanned tender offer. The tender offer statement (including an offer to purchase, a related letterof transmittal and other tender offer documents) and the solicitation/recommendation statement willcontain important information that should be read carefully before making any decision to tendersecurities in the planned tender offer. Those materials will be made available to Perot Systemssstockholders at no expense to them. In addition, all of those materials (and all other tenderoffer documents filed with the SEC) will be made available at no charge on the SECs website:www.sec.gov.

EX-99.89d69195exv99w8.htmEX-99.8

exv99w8

Exhibit99.8

START OF TRANSCRIPT

NEW SPEAKER

(PLEASE STAND BY FOR STREAMING TEXT)

OPERATOR

Good morning and welcome to the Dell Perot Systems analyst call. I would like to inform allparticipants that this call is being recorded at the request of Dell. This broadcast is thecopyrighted property of Dell Inc. Any rebroadcast of this information in whole or part without theprior written permission of Dell Inc. is prohibited. As a reminder Dell is simulcasting thispresentation with slides at www.dell.com/investor. Later we will conduct a question-and-answersession. (Operator Instructions) I would like to turn the call over to Rob Williams, Director ofInvestor Relations. Mr.Williams, you may begin.

ROB WILLIAMS

Thank you, Regina.

Good morning and thank you for joining us on short notice. With me today are Dells Chairman andCEO Michael Dell, Perot Systems Chairman Ross Perot Jr., Perot Systems CEO Peter Altabef, DellSenior Vice President and CFO Brian Gladden and Perot CFO John Harper. We are pleased to announcethat Dell and Perot Systems have entered a definitive agreement for Dell to acquire Perot at aprice of $30 per share, giving the transaction a total value of $3.9billion. We will fund thistransaction with existing cash and expect it to close in Dells fiscal fourth quarter.

We have posted our Web deck on www.dell.com/investor and we have released a blog post on Dellshares. I encourage you to review these for additional perspective on the transaction. Additionalinformation about the transaction, the participants, and the risks associated will be included inthe respective SEC filings of Dell and Perot Systems.

We will share our views, then we will take about 20 minutes to do Q&A. To set your expectations,today we are going to focus on the high-level rationale for the combination. At closing we expect amore detailed strategic review of our plans to grow the combined company.

Next, I would like to remind you that all statements made during this call that relate to futureresults and events are forward-looking statements that are based on our current expectations.Actual results and events could differ materially from those projected in the forward-lookingstatements because of a number of risks and uncertainties which are discussed in our annual andquarterly SEC filings and in the cautionary statement contained in our press release and on ourwebsite. We assume no obligation to update our forward-looking statements.

With that I will turn it over to Michael.

MICHAEL DELL

Thank you, Rob.

I am excited to be with you here today to share our plans for Dell and Perot Systems. The resultwill be the combination of two iconic IT brands who share a common vision of reducing IT complexityand total cost of ownership for our customers around the globe.

By organizing as a single company we will significantly expand our already important enterprisesolutions capability and enhance our position in some of the fastest-growing customer segments. Wewill also leverage Perot Systems enterprise services capabilities across a much larger Dellcustomer base that spans multinationals and large corporations, government, healthcare, educationalinstitutions, and small and medium businesses.

For me and our board this acquisition makes great sense because of the obvious ways our businessescomplement each other and enables us to grow profitably over time.

We have already established a productive working relationship. Jointly we have developed IT-centricsolutions and innovative services for our shared customers, particularly in the healthcare andfederal government. We also have financing a financing alliance that assists Perot Systems inproviding financing alternatives to its clients. Throughout our working relationship and in recentdiscussions we have been thoroughly impressed with their leadership, associates, tools, processes,and client relationships.

As you can see, we have been collaborating on the development of next-generation services and thebest way to further capitalize on this opportunity was to move the relationship to the next level.Its a logical extension that we believe will provide optimal value to customers and shareholders.

Let me turn it over to Brian to give you a little more detail.

BRIAN GLADDEN

Thanks, Michael.

For those of you who dont follow Perot Systems closely, Perot was founded in 1988 and has growninto a world-class IT services organization positioned in segments with attractive growth trends.Perot is a leader in providing IT and business process services to healthcare providers and hasstrong business and commercial industries and government services. And their solutions integrate abroad range of applications, infrastructure, business process, and consulting services. Perot isalso very well-positioned with new services technologies that we think play well in the future ofhow IT services will be delivered, including a strong portfolio of cloud-based solutions.

Not only is Perot Systems well-run and sound operationally, but it has a solid history ofconsistent financial execution. The company has grown revenues from $2billion in 2005 to $2.8billion in 2008, or 12% compounded annually, while operating margins have averaged approximately 7%of revenue. Perot Systems generates solid cash flow from operations, including over $200million inthe most recent fiscal year. In addition, backlog now totals more than $8billion and has beengrowing steadily over the past several years. We especially like the recurring nature of thisrevenue and the stability this brings to our company.

For Dell, this will elevate our combined enterprise and services business to about $16billion withservices revenue of about $8billion over the past four quarters. This is in addition to ourleadership in industry-standard servers, storage, and client systems in the United States andworldwide.

As we have discussed with you previously, we have a strategy to continue to build out ourenterprise portfolio through organic investments, partnerships, and select acquisitions. We believethis is a critical acquisition in our strategy to transform the company. IT services will be a bigpart of our strategy and we were very focused on getting a great anchor acquisition, which webelieve we did.

We see Perot as the premier IT services asset with excellent capabilities and exciting revenuegrowth potential. As Michael said, we know the Perot team well and have been building ourrelationship and capabilities with many customer accounts. We really do think this is a world-classcompany with a great leadership team that we can jointly build on.

And though we are not sharing specific revenue synergy targets at this time, we have done somesignificant work here and are very excited about the growth opportunity we see. Let me give you afew examples about how we are thinking about the growth potential. As we have said, its veryimportant for us to have a scalable asset, something we can use our direct customer footprint andrelationships to grow quickly. We think we have done that. In addition, we think we can bolt-onother assets, including our own, and globalize Perot Systems into a strong global services company.We also believe their exposure to healthcare and government is differentiated and will provideaccess to key growth segments over the next few years.

And with growth as the primary motivation for this transaction, retaining the great people at PerotSystems is an absolutely critical part of the deal. To that point, we have reached long-termretention agreements with Perots CEO, Peter Altabef, and critical members of his senior leadershipteam. In

addition, the combined services organization will be run by Peter and be based at Perot Systemsoffices in Plano, Texas. And upon closing, Dell directors are expected to consider Ross Perot, Jr.,Perot Systems Chairman of the Board, for appointment to the Dell board.

On the cost side in the areas that we are looking to combine in the integration, including ourservices and IT capabilities, we have over $4billion of shared annual spending. We see significantopportunities in this combination to capture cost synergies in these activities. Our initial worksuggests that getting at 6% to 8% or approximately $300million of these costs over two years inthe integration is very achievable. We will continue to work these plans and share more detail withyou as we close the transaction.

So based on current estimates the transaction is expected to be accretive to GAAP earnings inDells fiscal year 2012, which begins in February of 2011.

With that I would like to turn it over to Peter for a few comments.

PETER ALTABEF

Thank you, Brian, and good morning, everyone.

Today is an important day for Perot Systems. Over the past two decades we have built a company thatserves its clients with distinction, is financially strong, and provides great opportunities forour associates.

The combination we are announcing today is the next step in our companys development, a step thatwill unite two complementary services businesses to create a powerful IT and business processsolutions organization with global reach and capabilities.

We will serve our clients in new and innovative ways, and we will provide enhanced career paths forour collective associates. We are excited about this opportunity and look forward to building thisplatform for future growth and success.

I will now turn the call over to our Chairman, Ross.

ROSS PEROT JR.

Thank you, Peter.

My family and the Perot Systems Board of Directors are very proud of the business we have built,the clients we are associated with, and the more than 23,000 associates that comprise the PerotSystems family.

Approximately 45years ago my father founded this industry. Since that time we have been a part ofits development, growth, and evolution. Just as our industry continues to evolve, Perot Systemscontinues to evolve. We look at today as a new beginning that will result in even greateropportunities for our associates and expanded ways to serve our clients.

The Dell and Perot Systems teams already have a strong standing and productive relationship. Welook forward to working and growing that.

I want to thank you for joining us today and, Rob, back to you.

ROB WILLIAMS

Thanks, Ross. Lets open it up for questions with Michael, Ross, Peter, Brian, and John. As areminder, please limit your questions to one with a follow-up. Regina?

NEW SECTION

OPERATOR

(Operator Instructions) Bill Shope, Credit Suisse.

BILL SHOPE

Great, thanks. I was wondering if you guys could go into a bit more detail on the type of valuesynergies you are looking for here. I mean, it seems like the price tag would imply that you expectto see pretty healthy margin expansion as well as ample cross-selling opportunities. And Iunderstand that you cant give necessarily specific quantitative guidance, but if you could atleast qualitatively walk us through what your rationale was behind the asset valuation here.

BRIAN GLADDEN

Hey, Bill. Its Brian. I would say as we went through a couple of the key points, this is acritical platform acquisition for us. We think that there is primarily a lot of revenue synergy wecan generate here. When you look at our platform and our customer relationships, taking the PerotSystems business and capabilities through a broader set of customers globally, we see that asreally a big opportunity. There are other, obviously, things we can do on the revenue side that Ithink are important and we will share more of that as we go forward. On the cost side, you knowits really bigger than just looking at an integration of Perot. Its really combining a coststructure that we have in our business as we put this into one consolidated services business andtrying to find efficiencies there. So when I threw out the 6% to 8% of that $4billion, I mean Ithink that is a pretty achievable set off cost benefits that we think we can get at pretty quickly.

OPERATOR

Maynard Um, UBS.

MAYNARD UM

Hi, thanks. First question, Michael and Ross, can you just talk about your respective hardware andservices share in the healthcare and the government segments? And then just as a follow-up,Michael, can you just talk about your plans for future acquisitions? Is integration the focus hereand further acquisitions on the back burner? Thanks.

MICHAEL DELL

Our share in the public sector is pretty considerable. As far as the share in healthcare its notas significant and one of the attractive elements of this is that it does allow us to expand ourreach into new customer segments. Likewise, I think this will bring the Perot Systems capabilitiesto a much wider set of customers.

PETER ALTABEF

On the healthcare side for Perot Systems we operate in about 1,000 hospitals across the globe. Weprovide physician services directly to about 30,000 physicians and indirectly to about 200,000physicians. On the hospital side, we are probably the largest IT services provider both in terms ofnumber of hospitals as well in terms of revenue across the globe. The physicians practice for ushas been growing expansively and we expect that will probably continue to grow with the changes,especially in the US around the ARRA.

MICHAEL DELL

As you mentioned, integration will be a big focus here in ensuring we have a successfulintegration. We have done about eight other acquisitions in the last few years and our philosophytoward acquisitions has not really changed. I think you will see us selectively add to ourportfolio to build capabilities in the areas that we see critical for us.

OPERATOR

Toni Sacconaghi, Sanford Bernstein.

TONI SACCONAGHI

Yes, thank you. Michael and Brian, in the past you have talked about a desire to move tohigher-margin businesses. Perot is fractionally higher in terms of gross margins, around 19.5%operating margins fractionally higher. It sounds different from the kind of technology IP-basedacquisitions that you have spoken about in the past. Given that you are also talking about usingthis as a platform for potentially more acquisitions and Perot has been acquisitive in the past, isthis a decision or an inflection point in your acquisition strategy to be more services and perhapsless IP focused going forward? And how do we reconcile that if not?

MICHAEL DELL

No, Toni, I wouldnt read it that way. I think we felt the need to have a platform in services andwe think this is the best one. Certainly, you know, we are looking for more things like EqualLogic,which build on a strong IP and allow us to extend the significant customer reach we have intodeeper IP participation. So I wouldnt see it as a change in strategy.

TONI SACCONAGHI

And then, Brian, and maybe Peter, can you elaborate on the kinds of the cost synergies that youexpect? The reason I question it is that Perot looks like its a pretty lean run company. SG&A isonly $300million, so you are talking about a potential source of cost synergies that is equivalentto 100% of the acquired company. And while I realize its a lot bigger when you include Dell, youknow you should be able to get at a lot of those cost savings internally within Dell given howlarge it is. But why does acquiring a company with $300million in Opex all of a sudden enable youto take out $300million? Were there other kinds of costs in the COGS line at Perot that you thinkare a source of cost synergies going forward?

BRIAN GLADDEN

Toni, I think its a broad look at the total bucket of costs that we have here that support theservices business and also efficiencies to be gained around how we run our IT operations as well.So combining data centers, combining infrastructure there, looking at how we run applicationdevelopment programs, looking at obviously the G&A around the combined companies, working togetherto streamline service delivery, and potentially having one organization that does that over time.So those are some opportunities that we would tee up.

PETER ALTABEF

I would agree with Brian. This is broader than looking only at SG&A. This really is looking at thefundamental delivery platform for the services organizations as you look at both companiestogether.

OPERATOR

Rod Bourgeois, Bernstein.

ROD BOURGEOIS

Yes, I guess the question that I have is will Perot be the flagship services component of Dell orwill Perot be supplemented by other large or even small services acquisitions in addition to thePerot footprint?

MICHAEL DELL

Well, I think clearly the Perot Systems will be the flagship foundational asset in services for us.I wouldnt be surprised to see other smaller potential acquisitions as a result of this after asuccessful integration, but I also wouldnt look to that at the exclusion of acquisitions in otherareas where Dell has an interest in increasing its IP.

ROD BOURGEOIS

All right. And then the specific question with Perot and its strategic value to Dell, do you viewPerot as more of an opportunity to better penetrate large, medium, or small clients or is it reallyacross the board?

MICHAEL DELL

I think its across the board. Certainly we have a very large set of customers and it will beimportant for us to focus on some key opportunities and some key geographies in the initial phasesof this. But certainly we see great opportunity to expand and grow here.

ROD BOURGEOIS

Related to that, do you need more offshore services capability? Over a third of Perots staff is inIndia and that represents a strong offshore capability set. But is that sufficient given theservices unit you want to create over time in the offshore market?

MICHAEL DELL

One of the things that Dell has been building over the past several years is also a strong offshorepresence, and we are very excited about taking both of those presences and seeing what will happen.We do think this is a case where one and one is going to make three in terms of our offshorepresence

from a host of different vantage points. We will now have over 23,000 people providing services outof India alone as a result of this, not including other low-cost geographies. So we think this is amajor plus for the combined services organization.

OPERATOR

Ben Reitzes, Barclays Capital.

BEN REITZES

Yes, good morning. Thank you. Brian, can you pin down any more of the numbers? It looks like thereis going to be a big difference in FY 11 in terms of cash EPS and GAAP. I am calculating severalhundred million in goodwill a year. I just wanted to see if you could pin down any of theamortization Im sorry, several hundred million in amortization of intangibles a year. If youcould pin down any of that number and the discrepancy for year one and what kind of synergies youare looking at. And then just to follow-up to Michael, could you talk about how Perot may help youtake advantage of the upgrade cycles you have been talking about? I know they have a lot ofcustomer touch and help with transitions to new operating systems and other technologies. If youcould just talk about that as well in terms of the revenue velocity over the next two years.

BRIAN GLADDEN

Ben, its Brian. We are still dealing with preliminary views of what the intangible balance wouldbe here and the estimable lives of those intangibles. In the current view that we have, yournumbers are right. There is a significant non-cash intangible amortization in period one and periodtwo, including in fiscal year 12. I would say that even with that, with the synergies that we see,we think this can be only modestly dilutive on a GAAP basis in year one. So we will continue towork that and as we nail down the accounting around the transaction we will make sure we give yousome more clarity on that.

MICHAEL DELL

To the second part of your question, this really is about building a next-generation servicescapability. There has been a lot of pull from our customers around virtualized environments,private clouds, and this will add significant capability for us to go address those opportunitiesthat customers have been, quite frankly, asking Dell to bring. So we are quite excited about theaddition of these new capabilities and new team members.

OPERATOR

Joseph Vafi, Jefferies & Co.

JOSEPH VAFI

Hi, good morning. Obviously the healthcare opportunity that Perot brings is pretty large. I waswondering if you could comment also on the strategic importance of their government business.Obviously that is a very fragmented sector of the market too, government-related IT services.Thanks.

PETER ALTABEF

Joe, thank you for the question. This is Peter. I am glad you asked the question, because asimportant as healthcare is to Perot Systems it represents about 48% of our revenue. You know, 25%of our revenue is generated by the government sector. Obviously, Dell is a major player in thegovernment sector as well and we think combining our relationships with Dells currentrelationships in government will be actually a very powerful force. With respect to commercial,that is 27% of our existing revenues and includes some very exciting areas for us. I would tell youone of the things that this transaction does for our capabilities is greatly expand our ability inthe commercial sector. When you look at Dells footprint and you look at their existing customerbase as well as our customer base, we think there are great opportunities for the commercialbusinesses to expand on the services side. So we really are looking at this from a services sideacross the board from commercial to government to healthcare, and we think there are significantopportunities throughout that spectrum.

JOSEPH VAFI

Okay, that is helpful. And then also on the international front, as one of the analysts thatfollows Perot, the company has done a good job in some areas of the market; really hasnt focusedso much internationally other than obviously having a good India footprint. Would we look atcombined Dell Perot Systems and

services may be looking also on the M&A front a little bit more to beef up the portfolio globallyfrom a services perspective?

MICHAEL DELL

Yes, we will be looking to do that both organically and inorganically.

OPERATOR

Mark Moskowitz, JPMorgan.

MARK MOSKOWITZ

Yes, thank you. Good morning. Could you talk more about the valuation rationale? Just trying to geta sense given historical acquisitions we have seen in terms of HP and what they paid for EDS interms based on revenues, it just seems like you are paying a little bit more for Perot. Clearly, itis a very well-established asset, particularly in healthcare and government. I just want to get alittle more sense as you are going to have to probably bolt-on some more investments over time withthis deal.

MICHAEL DELL

Yes, Mark, I think some of the points we hit around the key value drivers for us really were thatthis is a really an anchor acquisition that for us gives us a lot of potential strategicflexibility going forward around services. We saw it as really a premier IT services asset withrevenue growth potential that we think is significantly better than other targets that we lookedat. In addition, the size makes sense from a scalability standpoint. Given our direct customerrelationships, we think we can grow quickly. I would also say just as we look at the quality of thecompany, the culture, the size the leadership, even the proximity, these kinds of things reduce ourexecution risk in this transaction. So you think about it, on a risk-adjusted basis we really dolike this deal. And then obviously as you think about synergies, Mark, we talked about that and wethink they are real and we can execute on those.

MARK MOSKOWITZ

And just maybe I could build off of that last point, Brian. Appreciate it. In terms of thesynergies how extendable really is the Perot platform to the other sectors outside of healthcareand government? Do you see this as a multi-year type of ramp or can you pull this off in say two tothree years where you can start entering the insurance sector or telco or other commercial sectors,just given Perots strong India presence and any consistent execution on the part of management?

PETER ALTABEF

Well, this is Peter. I would answer that to say we feel that we have great opportunities to expand.In things like insurance, which you mentioned, we are already administering over 3million lifeinsurance policies a year. That is a very stable platform on some proprietary software as well asthird-party software. We see no reason why we cant expand that dramatically. In other commercialareas such as in travel and transportation, we are already processing more than 2.5million carrental reservations a year. Again, those are platforms that we think can substantially expand. Soas I have said that commercial part of our business, which today is about 27% of our revenue, wethink is one of the areas that will really be highlighted by this acquisition.

OPERATOR

Keith Bachman, Bank of Montreal.

KEITH BACHMAN

Hi, thanks for the question. I think Brian this might be for you. In the past you have said thatcertainly you favor an IP-related asset; this is primarily a people-based asset you are buying. AndI just wanted to hear your thoughts on retention, because while you have done a number ofacquisitions in the past few months, this is certainly by far larger and has more headcount thanyou have taken on. How do you mitigate the risk there, particularly since you are paying cash, ofheadcount flight? And then I have a follow on, please.

BRIAN GLADDEN

Yes, its clearly a big area of focus for us right out of the box. I think we have gone a prettygood job at least with the senior leadership thus far in terms of feeling pretty comfortable thatthey are signed up and ready to go with some retention agreements. We will have a broader frameworkof retention agreements

that address a broader set of employees across the business and we are reaching out and making surethat the organizations feel good about this transaction. Everything that we have seen so far fromthose that have been involved in this relatively small group over the last several weeks, this isone where the cultures fit together and where everyone sees real opportunities for not onlypersonal growth, but improving the company. And I think we feel pretty good about our ability toretain the talent here. I will let Peter say something.

PETER ALTABEF

I would just follow up on Brian. I personally committed to this transaction for the long-term, asis our senior management team. Obviously in the time leading up to this announcement we kept thecircle of people who knew about it relatively small, but I will tell you there isnt anyone insidePerot Systems who has been read in to this transaction who was not excited about it. So we thinkthis is part of the background here is that Perot Systems and Dell have actually been workingtogether for about two years. We have been working and building some offerings together,particularly around modular services, which we have actually been assisting Dell in building itsmodular services offering. So our team has had opportunity to work together and I think part ofthat experience has been one where we do see common values. We also see a common vision of how toprovide services in the future and we are all very excited about it. So I would tell you in termsof retention I think the Perot Systems team is on board.

KEITH BACHMAN

Well, let me try to get a follow-on in then. One of the things when HP acquired EDS there was somecomments about trying to sell more HP gear into the EDS account base, whether it was outsourcedcontracts or even just direct customer touch opportunities. I dont think it has quite panned outas they had envisioned. You have talked about revenue opportunities or revenue synergyopportunities. Is there anything you can add on how you think you can get more revenue out of thiscombined deal, particularly with relates to selling more Dell gear into a Perot account base,please?

BRIAN GLADDEN

Keith, this is Brian. From a financial modeling standpoint we have assumed very little in the wayof hardware pull through in this transaction. Not that we wont work that and obviously try andmake that a benefit, but its in the grand scheme of revenue opportunities here we think that isone of the smaller ones.

KEITH BACHMAN

Okay. Thanks, Brian.

OPERATOR

Lou Miscioscia, Brigantine. Please check and see if your phone is on mute.

LOU MISCIOSCIA

Yes, can you hear me?

OPERATOR

We can. Go ahead.

LOU MISCIOSCIA

Great, thank you. I guess can you talk little bit about Dell had a different approach toservices historically and this acquisition seems to change that. So would you say that you are nowadopting more of maybe an industry standard kind of platform? And I guess let me combine that; itsounds like you are got to fully integrate Perot with a Dell to really have one operation, so Iwould just like a clarification on that. And then the first question I threw out.

MICHAEL DELL

I think one of the very intriguing things about Perot Systems is that it has built a fairlysignificant next-generation kind of services capability, which is in line with the remoteinfrastructure management vision that we have articulated. And we believe that the asset is sizedenough such that as we evolve this we can really make it a very different kind of services companythan some of the more traditional ones out there. So certainly there will be some of the moreconventional type opportunities that we will participate

in, either company has independently participated in. But our real intent is to build a new set ofcapabilities that are really based on more IP and more remote infrastructure management.

LOU MISCIOSCIA

Okay, great. Good luck with it.

MICHAEL DELL

Thanks, Lou, and thanks to everyone for participating this morning. We look forward to talking toyou in much greater detail at the close of this transaction.

OPERATOR

This concludes todays conference call. We appreciate your participation. You may disconnect atthis time.

THE CONFERENCE CALL HAS ENDED

EX-99.910d69195exv99w9.htmEX-99.9

exv99w9

Exhibit99.9

Michael Dell Ross Perot Jr.

Chairman and CEO, Dell Chairman, Perot Systems

Brian Gladden Peter Altabef

Senior Vice President and CFO, Dell President and CEO, Perot Systems

John Harper

September 21, 2009 CFO, Perot Systems

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