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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1

(Mark One)

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|  |  |                                                                                         
|  |  | For the quarterly period ended March 31, 2003                                           
|  |  |                                                                                         
|  |  | or                                                                                      
|  |  |                                                                                         
|o |  | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|  |  |                                                                                         
|  |  | For the transition period from              to                                          

Commission File Number 0-22495

PEROT SYSTEMS CORPORATION

(Exact name of registrant as
specified in its charter)


|                                                                        |  |                                             
|----------------------------------------------------------------------- |  | --------------------------------------------
|DELAWARE
(State or other jurisdiction of
incorporation or organization) |  | 75-2230700
(IRS Employer
Identification No.)

2300 WEST PLANO PARKWAY
PLANO, TEXAS
75075
(Address of principal executive offices)
(Zip Code)

(972) 577-0000
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). x Yes o No

Number of shares of registrants common stock outstanding as of April 29, 2003:
109,494,420.





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TABLE OF CONTENTS



|                                   |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                   | ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)                                                     
|                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                   |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                   | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                   | ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                   | ITEM 4: CONTROLS AND PROCEDURES                                                              
|PART II: OTHER INFORMATION        
|                                   | ITEM 1: LEGAL PROCEEDINGS                                                                    
|                                   | ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                   | ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                        
|INDEX TO EXHIBITS                 
|EX-31.1 Rule 13a-14 Certification 
|EX-31.2 Rule 13a-14 Certification 
|EX-32.1 Section 1350 Certification
|EX-32.2 Section 1350 Certification



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Introductory Note

Perot Systems Corporation (the Company) is filing this Amendment No. 1 on
Form 10-Q/A to its original Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003.

The Company has long-term fixed-price contracts that include multiple
deliverables. Prior to January 1, 2003, the Company recognized revenue on
these contracts under the percentage-of-completion method using incurred costs
as a measure of progress towards completion. On November 21, 2002, the
Financial Accounting Standards Board Emerging Issues Task Force reached a
consensus on Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables (EITF 00-21), regarding whether an arrangement
involving multiple deliverables contains more than one unit of accounting and
how arrangement consideration should be measured and allocated to the separate
units of accounting in an arrangement. The Company was required to apply the
provisions of EITF 00-21 to all new agreements with multiple deliverables
entered into in fiscal periods beginning after June 15, 2003. Alternatively,
the Company was permitted to apply EITF 00-21 to existing agreements and record
the effect of adoption as the cumulative effect of a change in accounting
principle. On January 1, 2003, the Company adopted EITF 00-21 and changed its
method of accounting for revenue from agreements with multiple deliverables for
both existing and prospective customer contracts.

As previously announced, the Companys adoption of EITF 00-21 on January 1,
2003, resulted in an expense for the cumulative effect of a change in
accounting principle of $46.1 million ($28.6 million, net of the applicable
income tax benefit), or $0.25 per diluted share, which includes approximately
$19.5 million of expense (approximately $12.1 million, net of the applicable
income tax benefit), or $0.11 per diluted share, to recognize an estimated loss
on a contract element included in a contract that the Company expected to be
profitable in the aggregate over its term.

The Company will modify its adoption of EITF 00-21 following a revised interpretation of
the new accounting rules. The Companys decision to revise previously reported financial results follows a change
in its auditors previous interpretation of EITF 00-21. Generally, the revised interpretation has
the effect of limiting the amount of revenue allocated to an individual deliverable under an agreement
to the amount not contingent on the Companys performance of other deliverable elements
under the agreement, regardless of the probability of the Companys performance.

The Company has modified its revenue recognition accounting policy with respect to the
allocation of revenue among the deliverables accounted for under EITF 00-21 to reflect
the revised interpretation and has revised its financial statements for the three months
ended March 31, 2003.

The primary net effects of this revision on the Companys previously reported
results of operations for the three months ended March 31, 2003 are:

|  |  |                                                                                                                                                                                                                                                
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in the cumulative effect of a change in accounting
principle of $23.2 million ($14.4 million, net of tax), resulting in a
total cumulative effect of a change in accounting principle of $69.3
million ($43.0 million, net of tax);
|  |  |                                                                                                                                                                                                                                                
| |  | a $1.7 million decrease in revenues; and                                                                                                                                                                                                       
|  |  |                                                                                                                                                                                                                                                
| |  | a $1.0 million decrease in income before the cumulative effect of a
change in accounting principle.                                                                                                                                            

This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the
filing of the Companys original Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003, or modify, amend or update the
disclosures therein in any way other than as set forth above, except with
respect to exhibits previously filed, which are not filed herewith. The
following is a version indicating all changes from the original
Quarterly Report on Form 10-Q for the period ended March 31, 2003.





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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For the Quarter Ended March 31, 2003

|                                                                                                                    |                                                                                                    |      |    |   | 
|------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|INDEX                                                                                                               |                                                                                                    | Page
|PART I: FINANCIAL INFORMATION                                                                                       |                                                                                                    |      |    |  
|ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)                                                                            |                                                                                                    |      |    |  
|                                                                                                                    | Condensed Consolidated Balance Sheets as of March 31, 2003 and
December 31, 2002                   |      |    | 1 | 
|                                                                                                                    | Condensed Consolidated Statements of Operations for the three months
ended March 31, 2003 and 2002 |      |    | 2 | 
|                                                                                                                    | Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2003 and 2002 |      |    | 3 | 
|                                                                                                                    | Notes to Condensed Consolidated Financial Statements                                               |      |    | 4 | 
|ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION                       AND RESULTS OF OPERATIONS |                                                                                                    |      | 13 |  
|ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK                                                  |                                                                                                    |      | 18 |  
|ITEM 4: CONTROLS AND PROCEDURES                                                                                     |                                                                                                    |      | 18 |  
|PART II: OTHER INFORMATION                                                                                          |                                                                                                    |      |    |  
|ITEM 1: LEGAL PROCEEDINGS                                                                                           |                                                                                                    |      | 19 |  
|ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                         |                                                                                                    |      | 20 |  
|ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K                                                                            |                                                                                                    |      | 20 |  
|SIGNATURES                                                                                                          |                                                                                                    |      | 21 |  





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ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)




PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)
(UNAUDITED)

ASSETS

|                                                |                               |                            |                                      |                                            |         |                |                |                   |         |         |         | 
|----------------------------------------------- | ----------------------------- | -------------------------- | ------------------------------------ | ------------------------------------------ | ------- | -------------- | -------------- | ----------------- | ------- | ------- | ------- | 
|                                                |                               |                            |                                      |                                            |         | March 31, 2003 |                | December 31, 2002
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      |                                            |         | (Restated)     |                |                   |         |        
|Current assets:                                 |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               | Cash and cash equivalents  |                                      | $                                          | 127,802 |                |                | $                 | 212,861 |        
|                                                |                               | Accounts receivable, net   |                                      |                                            | 197,348 |                |                |                   | 162,367 |        
|                                                |                               | Prepaid expenses and other |                                      |                                            | 47,821  |                |                |                   | 42,415  |        
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      | Total current assets                       |         |                | 372,971        |                   |         |         | 417,643 | 
|Property, equipment and purchased software, net |                               |                            | 61,894                               |                                            |         |                | 62,543         |                  
|Goodwill                                        |                               |                            | 282,989                              |                                            |         |                | 211,075        |                  
|Long-term accrued revenue                       |                               |                            | 45,41820,580                         |                                            |         |                | 74,489         |                  
|Other non-current assets                        |                               |                            | 104,054113,509                       |                                            |         |                | 76,563         |                  
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      | Total assets                               |         | $              | 867,326851,943 |                   |         | $       | 842,313 | 
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|LIABILITIES AND STOCKHOLDERS EQUITY           
|                                                | Current liabilities:          |                            |                                      |                                            |         |                |                |                   |        
|                                                |                               |                            | Accounts payable                     |                                            | $       | 29,166         |                |                   | $       | 24,452  |        
|                                                |                               |                            | Accrued liabilities                  |                                            |         | 100,829        |                |                   |         | 92,948  |        
|                                                |                               |                            | Other current liabilities            |                                            |         | 58,991         |                |                   |         | 38,116  |        
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      | Total current liabilities                  |         |                | 188,986        |                   |         |         | 155,516 | 
|                                                | Other non-current liabilities |                            |                                      | 10,084                                     |         |                |                | 10,211            |        
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      | Total liabilities                          |         |                | 199,070        |                   |         |         | 165,727 | 
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                | Stockholders equity:         |                            |                                      |                                            |         |                |                |                   |        
|                                                |                               |                            | Common stock                         |                                            |         | 1,093          |                |                   |         | 1,087   |        
|                                                |                               |                            | Additional paid-in-capital           |                                            |         | 396,319        |                |                   |         | 392,821 |        
|                                                |                               |                            | Other stockholders equity           |                                            |         | 271,972256,589 |                |                   |         | 284,700 |        
|                                                |                               |                            | Accumulated other comprehensive loss |                                            |         | (1,128         | )              |                   |         | (2,022  | )      
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      | Total stockholders equity                 |         |                | 668,256652,873 |                   |         |         | 676,586 | 
|                                                |                               |                            |                                      |                                            |         |                |                |                  
|                                                |                               |                            |                                      | Total liabilities and stockholders equity |         | $              | 867,326851,943 |                   |         | $       | 842,313 | 
|                                                |                               |                            |                                      |                                            |         |                |                |                  

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

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(DOLLARS IN THOUSANDS)
(UNAUDITED)

|                                                                           |                                                                     |                                              |               |                              |         |      |         |              |         | 
|-------------------------------------------------------------------------- | ------------------------------------------------------------------- | -------------------------------------------- | ------------- | ---------------------------- | ------- | ---- | ------- | ------------ | ------- | 
|                                                                           |                                                                     |                                              |               | Three months ended March 31,
|                                                                           |                                                                     |                                              |               |                             
|                                                                           |                                                                     |                                              |               | 2003                         |         | 2002
|                                                                           |                                                                     |                                              |               |                              |         |     
|                                                                           |                                                                     |                                              |               | (Restated)                   |         |      |         |             
|Revenue                                                                    |                                                                     | $338,022                                     | 336,361       |                              |         | $    | 325,779 |             
|Costs and expenses:                                                        |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           |                                                                     | Direct cost of services                      |               |                              | 272,087 |      |         |              | 251,778 | 
|                                                                           |                                                                     | Selling, general and administrative expenses |               |                              | 43,412  |      |         |              | 45,024  | 
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|Operating income                                                           |                                                                     |                                              | 22,52320,862  |                              |         |      | 28,977  |             
|Interest income, net                                                       |                                                                     |                                              | 700           |                              |         |      | 1,046   |             
|Equity in earnings of unconsolidated affiliates                            |                                                                     |                                              | 1,525         |                              |         |      | 1,948   |             
|Other income (expense), net                                                |                                                                     |                                              | 1,300         |                              |         |      | 130     |             
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|Income before taxes                                                        |                                                                     |                                              | 26,04824,387  |                              |         |      | 32,101  |             
|Income tax expense                                                         |                                                                     |                                              | 10,1589,510   |                              |         |      | 12,680  |             
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|Income before cumulative effect of a change in accounting principle        |                                                                     |                                              | 15,89014,877  |                              |         |      | 19,421  |             
|Cumulative effect of a change in accounting principle, net of tax          |                                                                     |                                              | (28,58942,959 | )                            |         |      |        |             
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Net income (loss)                                                   |                                              | $             | (12,69928,082                | )       |      | $       | 19,421       |        
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|Basic earnings (loss) per common share:                                    |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Income before cumulative effect of a change in accounting principle |                                              | $             | 0.150.14                     |         |      | $       | 0.19         |        
|                                                                           | Cumulative effect of a change in accounting principle               |                                              |               | (0.270.40                    | )       |      |         |             |        
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Net income (loss)                                                   |                                              | $             | (0.120.26                    | )       |      | $       | 0.19         |        
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Weighted average common shares outstanding                          |                                              |               | 109,046                      |         |      |         | 103,240      |        
|Diluted earnings (loss) per common share:                                  |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Income before cumulative effect of a change in accounting principle |                                              | $             | 0.140.13                     |         |      | $       | 0.17         |        
|                                                                           | Cumulative effect of a change in accounting principle               |                                              |               | (0.250.38                    | )       |      |         |             |        
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Net income (loss)                                                   |                                              | $             | (0.110.25                    | )       |      | $       | 0.17         |        
|                                                                           |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Weighted average diluted common shares outstanding                  |                                              |               | 113,909                      |         |      |         | 115,633      |        
|Pro forma amounts assuming the accounting change is applied retroactively: |                                                                     |                                              |               |                              |         |      |         |             
|                                                                           | Net income                                                          |                                              | $             | 15,89014,877                 |         |      | $       | 17,06014,154 |        
|                                                                           | Basic earnings per common share                                     |                                              | $             | 0.150.14                     |         |      | $       | 0.170.14     |        
|                                                                           | Diluted earnings per common share                                   |                                              | $             | 0.140.13                     |         |      | $       | 0.150.12     |        

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

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(DOLLARS IN THOUSANDS)
(UNAUDITED)

|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |        |         |       |         |  
|------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | --------------------------------------------------- | ------- | ---------------------------- | ----------- | ------ | ------- | ----- | ------- | -
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         | Three months ended March 31,
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                             
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         | 2003                         |             | 2002  
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         | (Restated)                   |             |        |         |      
|Cash flows from operating activities:                        |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             | Net income (loss)                                                                                  |                                                                                     | $                                                                                   | (12,69928,082                                       | )       |                              | $           | 19,421 |        
|                                                             | Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |                                                                                     |                                                                                     |                                                     |         |                              |             |        |        
|                                                             |                                                                                                    |                                                                                     | Depreciation and amortization                                                       |                                                     |         | 7,346                        |             |        |         | 7,488 |        
|                                                             |                                                                                                    |                                                                                     | Cumulative effect of a change in accounting principle                               |                                                     |         | 28,58942,959                 |             |        |         |      |        
|                                                             |                                                                                                    |                                                                                     | Other non-cash items                                                                |                                                     |         | 3,0582,410                   |             |        |         | 5,892 |        
|                                                             |                                                                                                    |                                                                                     | Changes in assets and liabilities (net of effects from acquisitions of
businesses): |                                                     |         |                              |             |        |         |       |        
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Accounts receivable                                 |         |                              | (5,943      | )      |         |       | (9,383  | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Long-term accrued revenue                           |         |                              | (6,1274,466 | )      |         |       | (7,296  | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Prepaid expenses                                    |         |                              | (10,841     | )      |         |       | (5,379  | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Accounts payable and accrued liabilities            |         |                              | (11,051     | )      |         |       | (9,149  | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Accrued compensation                                |         |                              | (248        | )      |         |       | (13,163 | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Income taxes                                        |         |                              | 18,918      |        |         |       | 8,350   |  
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Other current and non-current assets                |         |                              | (1,168      | )      |         |       | 112     |  
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Other current and non-current liabilities           |         |                              | (1,525      | )      |         |       | (283    | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Net cash provided by (used in) operating activities |         |                              | 8,309       |        |         |       | (3,390  | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|Cash flows from investing activities:                        |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             |                                                                                                    | Purchases of property, equipment and purchased software                             |                                                                                     |                                                     | (13,175 | )                            |             |        | (10,112 | )    
|                                                             |                                                                                                    | Acquisition of businesses, net of cash acquired of
$2,222 and $10,328, respectively |                                                                                     |                                                     | (82,778 | )                            |             |        | (59,581 | )    
|                                                             |                                                                                                    | Other                                                                               |                                                                                     |                                                     | (18     | )                            |             |        | 794     |      
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Net cash used in investing activities               |         |                              | (95,971     | )      |         |       | (68,899 | )
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|Cash flows from financing activities:                        |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             |                                                                                                    | Proceeds from issuance of common stock                                              |                                                                                     |                                                     | 984     |                              |             |        | 3,921   |      
|                                                             |                                                                                                    | Other                                                                               |                                                                                     |                                                     | (142    | )                            |             |        | (153    | )    
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     | Net cash provided by financing activities           |         |                              | 842         |        |         |       | 3,768   |  
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|Effect of exchange rate changes on cash and cash equivalents |                                                                                                    |                                                                                     | 1,761                                                                               |                                                     |         |                              | 247         |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|Net decrease in cash and cash equivalents                    |                                                                                                    |                                                                                     | (85,059                                                                             | )                                                   |         |                              | (68,274     | )     
|Cash and cash equivalents at beginning of period             |                                                                                                    |                                                                                     | 212,861                                                                             |                                                     |         |                              | 259,178     |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       
|Cash and cash equivalents at end of period                   |                                                                                                    | $                                                                                   | 127,802                                                                             |                                                     |         | $                            | 190,904     |       
|                                                             |                                                                                                    |                                                                                     |                                                                                     |                                                     |         |                              |             |       

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

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

NOTE 1. GENERAL

The accompanying unaudited interim condensed consolidated financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission (SEC). The interim condensed consolidated
financial statements include the consolidated accounts of Perot Systems
Corporation and its majority-owned subsidiaries (collectively, the Company)
with all significant intercompany transactions eliminated. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair statement of the financial position, results of operations
and cash flows for the interim periods presented have been made. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations. These
financial statements should be read in conjunction with the audited financial
statements for the year ended December 31, 2002, included in the Companys
Annual Report on Form 10-K filed with the SEC on March 12, 2003. Operating
results for the three-month period ended March 31, 2003, are not necessarily
indicative of the results for the year ending December 31, 2003.

Certain of the 2002 amounts in the accompanying financial statements have been
reclassified to conform to the current presentation.

Change in Accounting Principle for Revenue Arrangements with Multiple
Deliverables and Restatement of Financial Statements for the Three Months Ended
March 31, 2003

[THE FOLLOWING MATERIAL UNDER THIS CAPTION HAS BEEN SUBSTANTIALLY
REVISED]

The Company has long-term fixed-price contracts that include multiple
deliverables. Prior to January 1, 2003, the Company recognized revenue on
these contracts under the percentage-of-completion method using incurred costs
as a measure of progress towards completion. On November 21, 2002, the
Financial Accounting Standards Board Emerging Issues Task Force reached a
consensus on Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables (EITF 00-21), regarding whether an arrangement
involving multiple deliverables contains more than one unit of accounting and
how arrangement consideration should be measured and allocated to the separate
units of accounting in an arrangement. The Company was required to apply the
provisions of EITF 00-21 to all new agreements with multiple deliverables
entered into in fiscal periods beginning after June 15, 2003. Alternatively,
the Company was permitted to apply EITF 00-21 to existing agreements and record
the effect of adoption as the cumulative effect of a change in accounting
principle. On January 1, 2003, the Company adopted EITF 00-21 and changed its
method of accounting for revenue from agreements with multiple deliverables for
both existing and prospective customer contracts.

As previously announced, the Companys adoption of EITF 00-21 on January 1,
2003, resulted in an expense for the cumulative effect of a change in
accounting principle of $46,111 ($28,589, net of the applicable income tax
benefit), or $0.25 per diluted share, which includes approximately $19,500 of
expense (approximately $12,090, net of the applicable income tax benefit), or
$0.11 per diluted share, to recognize an estimated loss on a contract element
included in a contract that the Company expected to be profitable in the
aggregate over its term.

The Company will modify its adoption of EITF 00-21 following a revised
interpretation of the new accounting rules. The Companys decision to revise
previously reported financial results follows a change in its auditors
previous interpretation of EITF 00-21. Generally, the revised interpretation
has the effect of limiting the amount of revenue allocated to an individual
deliverable under an agreement to the amount not contingent on the Companys
performance of other deliverable elements under the agreement, regardless of
the probability of the Companys performance.

The Company has modified its revenue recognition accounting policy with respect
to the allocation of revenue among the deliverables accounted for under EITF
00-21 to reflect the revised interpretation and has revised its financial
statements for the three months ended March 31, 2003.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

The effects of the revision are summarized in the unaudited quarterly financial
data table below. The As Reported amounts are taken from the original
Quarterly Report on Form 10-Q for the three months ended March 31, 2003.

|                                                                    |                                                                     |   |                                               |       |            |   |         |       |  
|------------------------------------------------------------------- | ------------------------------------------------------------------- | - | --------------------------------------------- | ----- | ---------- | - | ------- | ----- | -
|                                                                    |                                                                     |   | Three months ended March 31, 2003 (Unaudited)
|                                                                    |                                                                     |   |                                              
|                                                                    |                                                                     |   | As Reported                                   |       | As Revised
|                                                                    |                                                                     |   |                                               |       |           
|Revenue                                                             |                                                                     | $ | 338,022                                       |       |            | $ | 336,361 |      
|Income before taxes                                                 |                                                                     |   | 26,048                                        |       |            |   | 24,387  |      
|Income before cumulative effect of a change in
accounting principle |                                                                     |   | 15,890                                        |       |            |   | 14,877  |      
|Cumulative effect of a change in accounting principle,
net of tax   |                                                                     |   | (28,589                                       | )     |            |   | (42,959 | )    
|Net loss                                                            |                                                                     |   | (12,699                                       | )     |            |   | (28,082 | )    
|Diluted earnings (loss) per common share:                           |                                                                     |   |                                               |       |            |   |         |      
|                                                                    | Income before cumulative effect of a change in
accounting principle |   | $                                             | 0.14  |            |   | $       | 0.13  |  
|                                                                    | Cumulative effect of a change in accounting principle               |   |                                               | (0.25 | )          |   |         | (0.38 | )
|                                                                    |                                                                     |   |                                               |       |            |   |         |      
|                                                                    | Net loss                                                            |   | $                                             | (0.11 | )          |   | $       | (0.25 | )
|                                                                    |                                                                     |   |                                               |       |            |   |         |      

Long-term accrued revenue on in-progress
fixed-price contracts totaled $20,580 as revised ($45,418 as reported)
and $74,489 at March 31, 2003, and December 31, 2002, respectively.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, (APB 25) and related
interpretations in accounting for its employee stock options. Under APB 25,
compensation expense is recorded when the exercise price of employee stock
options is less than the fair value of the underlying stock on the date of
grant. The Company has implemented the disclosure-only provisions of Statement
of Financial Accounting Standards Board No. (FAS) 123, Accounting for
Stock-Based Compensation, and FAS 148, Accounting for Stock-Based
Compensation Transition and Disclosure. Had the Company elected to adopt the
expense recognition provisions of FAS 123, the pro forma impact on net income
and earnings per share would have been as follows:

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

|                                         |                                                                                                                                            |  |                              |               |      |  |   |        |  
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------------- | ---- |  | - | ------ | -
|                                         |                                                                                                                                            |  | Three months ended March 31,
|                                         |                                                                                                                                            |  |                             
|                                         |                                                                                                                                            |  | 2003                         |               | 2002
|                                         |                                                                                                                                            |  |                              |               |     
|Net income (loss)                        |                                                                                                                                            |  |                              |               |      |  |   |       
|                                         | As reported                                                                                                                                |  | $                            | (12,69928,082 | )    |  | $ | 19,421 |  
|                                         | Less: Total stock-based employee
compensation expense determined
under fair value based methods for
all awards, net of related tax effects |  |                              | (4,433        | )    |  |   | (3,386 | )
|                                         |                                                                                                                                            |  |                              |               |      |  |   |       
|                                         | Pro forma                                                                                                                                  |  | $                            | (17,13232,515 | )    |  | $ | 16,035 |  
|Basic earnings (loss) per common share   |                                                                                                                                            |  |                              |               |      |  |   |       
|                                         | As reported                                                                                                                                |  | $                            | (0.120.26     | )    |  | $ | 0.19   |  
|                                         | Pro forma                                                                                                                                  |  | $                            | (0.150.30     | )    |  | $ | 0.16   |  
|Diluted earnings (loss) per common share |                                                                                                                                            |  |                              |               |      |  |   |       
|                                         | As reported                                                                                                                                |  | $                            | (0.110.25     | )    |  | $ | 0.17   |  
|                                         | Pro forma                                                                                                                                  |  | $                            | (0.150.29     | )    |  | $ | 0.14   |  

The Company utilizes the Black-Scholes option pricing model to calculate its
pro forma stock-based compensation expense, and the assumptions used for each
period are as follows:

|                                                                    |  |                              |      |      |  |   |      |  
|------------------------------------------------------------------- |  | ---------------------------- | ---- | ---- |  | - | ---- | -
|                                                                    |  | Three months ended March 31,
|                                                                    |  |                             
|                                                                    |  | 2003                         |      | 2002
|                                                                    |  |                              |      |     
|Weighted average risk free interest rates                           |  |                              | 2.34 | %    |  |   | 3.95 | %
|Volatility                                                          |  |                              | 57   | %    |  |   | 58   | %
|Expected dividend yield                                             |  |                              | 0    | %    |  |   | 0    | %
|Weighted average grant-date fair value per
share of options granted |  | $                            | 4.38 |      |  | $ | 8.02 |  

With the exception of certain grants with cliff vesting and acceleration
features, the expected life of each grant was generally estimated to be a
period equal to one half of the vesting period, plus one year, for all periods
presented. The expected life for cliff vesting grants was equal to the vesting
period, and the expected life for grants with acceleration features was
estimated to be equal to the midpoint of the vesting period.

Financial Accounting Standards Board Interpretation No. 46

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46), which changes the criteria by which one
company includes another entity in its consolidated financial statements. FIN
46 requires a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entitys activities or entitled to receive a majority of the entitys residual
returns or both. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003, and apply in the
first fiscal period beginning after June 15, 2003, for variable interest
entities created prior to February 1, 2003. FIN 46 may be applied by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

The Company has an operating lease contract with a variable interest entity
(also called a special purpose entity) for the use of land and office buildings
in Plano, Texas, including its data center facilities. The Company currently
does not consolidate this entity. However, the Company will be required to
consolidate this entity beginning in the third quarter of 2003. Upon
consolidation of this entity, the Company will increase its assets and
long-term debt by approximately $75,000 and begin recording an additional

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

depreciation expense of approximately $4,000 per year. The assets will be
recorded as land, buildings, and improvements.

Additionally, the Company has not yet determined whether to restate any
previously issued financial statements in connection with the adoption of FIN
46. If the Company elects to adopt FIN 46 by not restating previously issued
financial statements for years before 2003, then the Company estimates that it
would record a cumulative effect adjustment of approximately $6,000
(approximately $3,700, net of the applicable income tax benefit) as of January
1, 2003, representing depreciation expense on the buildings and improvements
through December 31, 2002. In connection with the adoption of FIN 46, the
Company will be required to restate the financial statements for the first and
second quarters of 2003 to consolidate the special purpose entity. The net
impact of this restatement on the Companys earnings for each of the restated
quarters in 2003 is estimated to be approximately $1,000, representing
depreciation expense on the buildings and improvements.

NOTE 2. ACQUISITIONS

Soza & Company, Ltd.

On February 20, 2003, the Company acquired Soza & Company, Ltd. (Soza), a
professional services company that provides information technology, management
consulting, financial services and environmental services primarily to public
sector customers. As a result of the acquisition, the Company increased its
customer base and service offerings in the Government Services segment.

The purchase price includes $72,778 in cash (net of $2,222 of cash acquired),
including $5,000 of which is being held in an escrow account for up to two
years, and may include additional payments totaling up to $32,000 in cash or
stock over the next two years. The possible future payments are contingent upon
Soza achieving certain financial targets over the same period, and at the
Companys discretion, up to 70% of these payments may be settled in Class A
Common Stock of the Company. The results of operations of Soza and the
estimated fair value of assets acquired and liabilities assumed are included in
the Companys condensed consolidated financial statements beginning on the
acquisition date.

The allocation of the excess of the purchase price over the net assets acquired
is pending completion of the tangible and intangible asset appraisals; however,
the estimated excess of the purchase price over the net assets acquired in the
amount of $58,914 was recorded as goodwill on the condensed consolidated
balance sheets, was assigned to the Government Services segment and is not
deductible for tax purposes.

Other

During the first quarter of 2003, the Company determined that financial
performance targets for two acquisitions were achieved. As a result, an
additional $10,000 in cash was paid to the previous shareholders of Advanced
Receivable Strategy, Inc. (ARS), a corporation the Company purchased in 2001.
The related goodwill was assigned to the IT Solutions segment and is deductible
for tax purposes. In addition, at March 31, 2003, the Company accrued $3,000
for ADI Technology Corporation (ADI), which the Company acquired in 2002.
The $3,000 was paid in cash to the previous shareholders of ADI in the second
quarter of 2003, and the related goodwill was assigned to the Government
Services segment and is not deductible for tax purposes.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

NOTE 3. GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the three months ended March
31, 2003, by reporting segment are as follows:

|                                        |  |              |         |          |  |            |        |       |  |   |        |  |  |   |         | 
|--------------------------------------- |  | ------------ | ------- | -------- |  | ---------- | ------ | ----- |  | - | ------ |  |  | - | ------- | 
|                                        |  |              |         |          |  | Government |        |       |  |   |        |  |  |  
|                                        |  | IT Solutions |         | Services |  | Consulting |        | Total
|                                        |  |              |         |          |  |            |        |      
|Balance as of December 31, 2002         |  | $            | 112,805 |          |  | $          | 26,899 |       |  | $ | 71,371 |  |  | $ | 211,075 | 
|Additional goodwill for ADI acquisition |  |              |        |          |  |            | 3,000  |       |  |   |       |  |  |   | 3,000   | 
|Additional goodwill for ARS acquisition |  |              | 10,000  |          |  |            |       |       |  |   |       |  |  |   | 10,000  | 
|Estimated goodwill for Soza acquisition |  |              |        |          |  |            | 58,914 |       |  |   |       |  |  |   | 58,914  | 
|                                        |  |              |         |          |  |            |        |       |  |   |        |  |  |   |         | 
|Balance as of March 31, 2003            |  | $            | 122,805 |          |  | $          | 88,813 |       |  | $ | 71,371 |  |  | $ | 282,989 | 
|                                        |  |              |         |          |  |            |        |       |  |   |        |  |  |   |         | 

Identifiable intangible assets as of March 31, 2003, are recorded in other
non-current assets in the condensed consolidated balance sheets and comprise:

|                          |  |          |        |              |  |       |        |     |  |   |       | 
|------------------------- |  | -------- | ------ | ------------ |  | ----- | ------ | --- |  | - | ----- | 
|                          |  | Gross    |        |              |  |       |        | Net
|                          |  | Carrying |        | Accumulated  |  | Book 
|                          |  | Value    |        | Amortization |  | Value
|                          |  |          |        |              |  |      
|Service marks             |  | $        | 5,552  |              |  | $     | (2,436 | )   |  | $ | 3,116 | 
|Customer based assets     |  |          | 4,249  |              |  |       | (1,128 | )   |  |   | 3,121 | 
|Other intangible assets   |  |          | 2,311  |              |  |       | (654   | )   |  |   | 1,657 | 
|                          |  |          |        |              |  |       |        |     |  |   |       | 
|Balance at March 31, 2003 |  | $        | 12,112 |              |  | $     | (4,218 | )   |  | $ | 7,894 | 
|                          |  |          |        |              |  |       |        |     |  |   |       | 

Total amortization expense for identifiable intangible assets was $707 and $484
for the quarters ended March 31, 2003 and 2002, respectively. Amortization
expense is estimated at $2,481, $1,989, $1,570, $907, $486 and $161 for the
years ended December 31, 2003 through 2008, respectively. Identifiable
intangible assets will be amortized over a weighted average of approximately
seven years.

NOTE 4. COMPREHENSIVE INCOME (LOSS)

The Companys total comprehensive income (loss), net of tax, was as follows:

|                                         |  |                 |               |      |  |   |        |  
|---------------------------------------- |  | --------------- | ------------- | ---- |  | - | ------ | -
|                                         |  | Three Months   
|                                         |  | Ended March 31,
|                                         |  |                
|                                         |  | 2003            |               | 2002
|                                         |  |                 |               |     
|Net income (loss)                        |  | $               | (12,69928,082 | )    |  | $ | 19,421 |  
|Foreign currency translation adjustments |  |                 | 848           |      |  |   | (597   | )
|Other                                    |  |                 | 46            |      |  |   | (29    | )
|                                         |  |                 |               |      |  |   |        |  
|Total comprehensive income (loss)        |  | $               | (11,80527,188 | )    |  | $ | 18,795 |  
|                                         |  |                 |               |      |  |   |        |  

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

NOTE 5. STOCKHOLDERS EQUITY

The components of Other stockholders equity were as follows:

|                                 |  |                |                |                   |  |   |         |  
|-------------------------------- |  | -------------- | -------------- | ----------------- |  | - | ------- | -
|                                 |  | March 31, 2003 |                | December 31, 2002
|                                 |  |                |                |                  
|Retained earnings                |  | $              | 273,410258,027 |                   |  | $ | 286,109 |  
|Other                            |  |                | (1,438         | )                 |  |   | (1,409  | )
|                                 |  |                |                |                   |  |   |         |  
|Total other stockholders equity |  | $              | 271,972256,589 |                   |  | $ | 284,700 |  
|                                 |  |                |                |                   |  |   |         |  

At March 31, 2003, there were 105,718 shares of the Companys Class A Common
Stock outstanding and 3,567 shares of Class B Common Stock outstanding. At
December 31, 2002, there were 105,272 shares of the Companys Class A Common
Stock outstanding and 3,392 shares of the Companys Class B Common Stock
outstanding. The increase in the Class A Common Stock is due to the exercise
of options and the issuance of shares to participants in the Employee Stock
Purchase Plan.

NOTE 6. SEGMENT DATA

The Companys operations are classified into three primary lines of business,
which are also reportable segments. These lines of business are IT Solutions,
Government Services, and Consulting. The IT Solutions segment provides
services to customers primarily under long-term contracts in strategic
relationships. These services include technology and business process
outsourcing, as well as industry domain-based short-term project and consulting
capabilities. The Government Services segment provides consulting and
technology-based business process solutions for the Department of Defense and
various other governmental agencies. The Consulting segment provides services
related to business and technical expertise and the design and implementation
of business and software solutions, primarily under short-term contracts
related to specific projects. The Companys remaining operating areas and
corporate activities are included in Other and include profits and expenses
that are not related to the operations of the other reportable segments.

The reporting segments follow the same accounting policies used for the
Companys consolidated financial statements. The Company evaluates segment
performance based on income (loss) from operations before income taxes,
exclusive of profits and expenses that are included in the Other category.
All corporate and centrally incurred costs are allocated to the segments based
principally on expenses, employees, square footage, or usage.

The following is a summary of certain financial information by reportable
segment:

|                                      |                            |  |           |                |            |  |            |        |       |  |       |        |   |  |   |       |  |  |   |                | 
|------------------------------------- | -------------------------- |  | --------- | -------------- | ---------- |  | ---------- | ------ | ----- |  | ----- | ------ | - |  | - | ----- |  |  | - | -------------- | 
|                                      |                            |  | IT        |                | Government |  |            |        |       |  |       |        |   |  |   |       | 
|                                      |                            |  | Solutions |                | Services   |  | Consulting |        | Other |  | Total
|                                      |                            |  |           |                |            |  |            |        |       |  |      
|For the quarter ended March 31, 2003: |                            |  |           |                |            |  |            |        |       |  |       |        |   |  |   |       |  |  |   |               
|                                      | Revenue                    |  | $         | 289,607287,946 |            |  | $          | 35,029 |       |  | $     | 13,007 |   |  | $ | 379   |  |  | $ | 338,022336,361 | 
|                                      | Income (loss) before taxes |  |           | 21,85520,194   |            |  |            | 2,726  |       |  |       | (706   | ) |  |   | 2,173 |  |  |   | 26,04824,387   | 
|For the quarter ended March 31, 2002: |                            |  |           |                |            |  |            |        |       |  |       |        |   |  |   |       |  |  |   |               
|                                      | Revenue                    |  | $         | 310,196        |            |  |            |       |       |  | $     | 15,059 |   |  | $ | 524   |  |  | $ | 325,779        | 
|                                      | Income (loss) before taxes |  |           | 29,813         |            |  |            |       |       |  |       | (515   | ) |  |   | 2,803 |  |  |   | 32,101         | 

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

NOTE 7. REALIGNED OPERATING STRUCTURE

During 2001, the Company realigned its operating structure in order to
strengthen the Companys market position and reduce its costs. This realignment
resulted in charges of $74,690, of which $33,713 was recorded during the first
quarter of 2001 and $40,977 was recorded during the third quarter of 2001. In
2002, the Company continued efforts to streamline its operations and recorded
charges of $8,151 in the second quarter and $2,936 in the third quarter related
to severance and other costs to exit certain activities.

The payments made against these charges during the first quarter of 2003 were
as follows:

|                                       |  |          |       |          |  |       |        |   |  |   |        |  
|-------------------------------------- |  | -------- | ----- | -------- |  | ----- | ------ | - |  | - | ------ | -
|                                       |  | Employee |       | Facility |  |       |        |  
|                                       |  | Related  |       | Related  |  |       |        |  
|                                       |  | Costs    |       | Costs    |  | Total
|                                       |  |          |       |          |  |      
|Provision balance at December 31, 2002 |  | $        | 7,629 |          |  | $     | 14,382 |   |  | $ | 22,011 |  
|Less: cash payments                    |  |          | (797  | )        |  |       | (4,254 | ) |  |   | (5,051 | )
|                                       |  |          |       |          |  |       |        |   |  |   |        |  
|Remaining balance at March 31, 2003    |  | $        | 6,832 |          |  | $     | 10,128 |   |  | $ | 16,960 |  
|                                       |  |          |       |          |  |       |        |   |  |   |        |  

The remaining balance of $16,960 is included on the condensed consolidated
balance sheets in the amounts of $10,847 in accrued liabilities and $6,113 in
other non-current liabilities and is expected to be settled by the end of 2006.

NOTE 8. EARNINGS PER SHARE

The following chart is a reconciliation of the numerators and the denominators
of the basic and diluted per share computations.

|                                                                    |  |                              |              |      |  |   |         | 
|------------------------------------------------------------------- |  | ---------------------------- | ------------ | ---- |  | - | ------- | 
|                                                                    |  | Three months ended March 31,
|                                                                    |  |                             
|                                                                    |  | 2003                         |              | 2002
|                                                                    |  |                              |              |     
|Basic Earnings per Common Share                                     |  |                              |              |      |  |   |         | 
|Income before cumulative effect of a change in accounting principle |  | $                            | 15,89014,877 |      |  | $ | 19,421  | 
|                                                                    |  |                              |              |      |  |   |         | 
|Weighted average common shares outstanding                          |  |                              | 109,046      |      |  |   | 103,240 | 
|                                                                    |  |                              |              |      |  |   |         | 
|Income before cumulative effect of a change in accounting principle |  | $                            | 0.150.14     |      |  | $ | 0.19    | 
|                                                                    |  |                              |              |      |  |   |         | 
|Diluted Earnings per Common Share                                   |  |                              |              |      |  |   |         | 
|Income before cumulative effect of a change in accounting principle |  | $                            | 15,89014,877 |      |  | $ | 19,421  | 
|                                                                    |  |                              |              |      |  |   |         | 
|Weighted average common shares outstanding                          |  |                              | 109,046      |      |  |   | 103,240 | 
|Incremental shares assuming dilution                                |  |                              | 4,863        |      |  |   | 12,393  | 
|                                                                    |  |                              |              |      |  |   |         | 
|Weighted average diluted common shares outstanding                  |  |                              | 113,909      |      |  |   | 115,633 | 
|Income before cumulative effect of a change in accounting principle |  | $                            | 0.140.13     |      |  | $ | 0.17    | 
|                                                                    |  |                              |              |      |  |   |         | 

For the three months ended March 31, 2003 and 2002, options to purchase 23,791
and 14,469 shares, respectively, of the Companys common stock were excluded
from the calculation of diluted earnings per common share because the impact
was antidilutive given that the exercise prices for these options were greater
than the average actual share price for the respective quarter.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

NOTE 9. CONTINGENCIES

Litigation

The Company is, from time to time, involved in various litigation matters
arising in the ordinary course of its business. The Company believes that the
outcomes of these litigation matters, either individually or taken as a whole,
will not have a material adverse effect on the Companys consolidated financial
condition, results of operations or cash flows.

IPO Allocation Securities Litigation

In July and August 2001, the Company, as well as some of its current and former
officers and the investment banks that underwrote the Companys initial public
offering, were named as defendants in two purported class action lawsuits.
These lawsuits, Seth Abrams v. Perot Systems Corp. et al. and Adrian Chin v.
Perot Systems, Inc. et al., were filed in the United States District Court for
the Southern District of New York. The suits allege violations of Rule 10b-5,
promulgated under the Securities Exchange Act of 1934, and Sections 11,
12(a)(2) and 15 of the Securities Act of 1933. Approximately 300 issuers and
40 investment banks have been sued in similar cases. The suits against the
issuers and underwriters have been consolidated for pretrial purposes in the
IPO Allocation Securities Litigation. The lawsuit involving Perot Systems
focuses on alleged improper practices by the investment banks in connection
with the Companys initial public offering in February 1999. The plaintiffs
allege that the investment banks, in exchange for allocating public offering
shares to their customers, received undisclosed commissions from their
customers on the purchase of securities and required their customers to
purchase additional Perot Systems shares in aftermarket trading. The lawsuit
also alleges that the Company should have disclosed in its public offering
prospectus the alleged practices of the investment banks, whether or not the
Company was aware that the practices were occurring. The Company believes the
claims against it are without merit and will vigorously defend itself in this
case.

During 2002, the individual Perot Systems defendants were dismissed from the
case. In exchange for the dismissal, the individual defendants entered
agreements with the plaintiffs that toll the running of the statute of
limitations and permit the plaintiffs to refile claims against them in the
future. In February 2003, in response to the defendants motion to dismiss,
the court dismissed the plaintiffs Rule 10b-5 claims against Perot Systems,
but did not dismiss the remaining claims.

Litigation Relating to the California Energy Market

In June 2002, the Company was named as a defendant in a purported class action
lawsuit that alleges that the Company conspired with energy traders to
manipulate the California energy market. This lawsuit, Art Madrid v. Perot
Systems Corporation et al., is pending in the Superior Court of California,
County of San Diego.

In June, July and August 2002, Perot Systems, Ross Perot and Ross Perot, Jr.,
were named as defendants in eight purported class action lawsuits that allege
violations of Rule 10b-5, and, in some of the cases, common law fraud. These
suits allege that the Companys SEC filings contained material misstatements or
omissions of material facts with respect to the Companys activities related to
the California energy market. Two lawsuits, Herbert Condell v. Perot Systems
Corp. et al. and Richard J. Dowling v. Perot Systems Corp. et al. were filed in
the United States District Court for the Southern District of New York. Four
lawsuits, Robert Markewich v. Perot Systems Corp. et al., Vincent Milano v.
Perot Systems Corp. et al., Lori Will v. Perot Systems Corp. et al. and June
Zordich v. Perot Systems Corp. et al. were filed in the United States District
Court for the Northern District of Texas, Dallas Division. Two lawsuits,
Joffre Berger v. Perot Systems Corp. et al., and Daniel Taubenfeld v. Perot
Systems Corp. et al., were filed in the United States District Court for the
Eastern District of Texas, Sherman Division. All of these eight cases have
been consolidated in the Northern District of Texas, Dallas Division.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(SHARES AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

The Company believes the claims against it are without merit and will
vigorously defend itself in these cases.

Other Contingencies

Contract-Related Contingency

The Company is currently working on a significant software development project
for which the estimated actual cost of development will significantly exceed
the fee specified in the contract. While the contract enables the Company to
collect for some of the overages above the specified fee, the Company believes
that it will not fully recover all of the overages and will therefore suffer a
loss on this development project. The Company expects the IT outsourcing
contract with this customer to be profitable over the full term of the
agreement even after considering the expected loss on the software development
project. As discussed in Note 1, upon adoption of EITF 00-21, the Company
recorded an estimated loss on this software development project of
approximately $19,500, which is included in the cumulative effect of a change
in accounting principle. Given the uncertainties regarding the Companys
estimate of the amount of overage billings that will ultimately be collected,
the actual losses with respect to this development project may eventually
exceed the Companys current estimates.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS




ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Change in Accounting Principle for Revenue Arrangements with Multiple
Deliverables and Restatement of Financial Statements for the Three Months Ended
March 31, 2003

[THE FOLLOWING MATERIAL UNDER THIS CAPTION HAS BEEN SUBSTANTIALLY
REVISED]

We have long-term fixed-price contracts that include multiple deliverables.
Prior to January 1, 2003, we recognized revenue on these contracts under the
percentage-of-completion method using incurred costs as a measure of progress
towards completion. On November 21, 2002, the Financial Accounting Standards
Board Emerging Issues Task Force reached a consensus on Issue No. 00-21,
Accounting for Revenue Arrangements with Multiple Deliverables, regarding
whether an arrangement involving multiple deliverables contains more than one
unit of accounting and how arrangement consideration should be measured and
allocated to the separate units of accounting in an arrangement. We were
required to apply the provisions of EITF 00-21 to all new agreements with
multiple deliverables entered into in fiscal periods beginning after June 15,
2003. Alternatively, we were permitted to apply EITF 00-21 to existing
agreements and record the effect of adoption as the cumulative effect of a
change in accounting principle. On January 1, 2003, we adopted EITF 00-21 and
changed our method of accounting for revenue from agreements with multiple
deliverables for both existing and prospective customer contracts.

As previously announced, our adoption of EITF 00-21 on January 1, 2003,
resulted in an expense for the cumulative effect of a change in accounting
principle of $46.1 million ($28.6 million, net of the applicable income tax
benefit), or $0.25 per diluted share, which includes approximately $19.5
million of expense (approximately $12.1 million, net of the applicable income
tax benefit), or $0.11 per diluted share, to recognize an estimated loss on a
contract element included in a contract that we expected to be profitable in
the aggregate over its term.

We will modify our adoption of EITF 00-21 following a revised
interpretation of the new accounting rules. Our decision to revise previously
reported financial results follows a change in our auditors previous
interpretation of EITF 00-21. Generally, the revised interpretation has the
effect of limiting the amount of revenue allocated to an individual deliverable
under an agreement to the amount not contingent on our performance of other
deliverable elements under the agreement, regardless of the probability of our
performance.

We have modified our revenue recognition accounting policy with respect to the
allocation of revenue among the deliverables accounted for under EITF 00-21 to
reflect the revised interpretation and have revised our financial statements
for the three months ended March 31, 2003.

The primary net effects of this revision on our previously reported results of
operations for the three months ended March 31, 2003 are:

|  |  |                                                                                                                                                                                                                                                
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in the cumulative effect of a change in accounting
principle of $23.2 million ($14.4 million, net of tax), resulting in a
total cumulative effect of a change in accounting principle of $69.3
million ($43.0 million, net of tax);
|  |  |                                                                                                                                                                                                                                                
| |  | a $1.7 million decrease in revenues; and                                                                                                                                                                                                       
|  |  |                                                                                                                                                                                                                                                
| |  | a $1.0 million decrease in income before the cumulative effect of a
change in accounting principle.                                                                                                                                            

Comparison of the Three Months Ended March 31, 2003 and 2002

Revenue

Total revenue for the first quarter of 2003
increased by $12.210.6 million, or
3.73.3%, to $338.0336.4 million from $325.8 million in the first quarter of 2002. This
increase in revenue is due to an increase in revenue for the Government
Services segment, partially offset by decreases in the IT Solutions and
Consulting segments.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

In July 2002, we acquired ADI Technology Corporation and formed our Government
Services segment. In February 2003, we acquired Soza & Company, Ltd. Revenue
from this segment was $35.0 million for the first quarter of 2003.

Revenue for the IT Solutions segment decreased
6.67.2% to $289.6287.9 million in the
first quarter of 2003 from $310.2 million in the same period of 2002. Included
in this decrease is the effect of the adoption of EITF 00-21, which resulted in
a cumulative effect of a change in accounting principle that includes
$3.88.4
million of revenue recorded in the first quarter of 2002. The remaining
decrease was attributable to:

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | $18.215.3 million decrease from existing accounts, short-term
offerings, and project work that is contained within our long-term
account base. Within our long-term client contracts we typically
perform services above our base level of services. Given the
discretionary nature of these additional services, the amount of these
services that we provide to our customers may fluctuate from period to
period depending on many factors, including economic conditions and
specific client needs;
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | $12.8 million decrease in revenue as a result of exiting certain
business relationships and under-performing delivery units during 2002
including two joint ventures;                                                                                                                                                                                                                                                                                                                                  
|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | $4.3 million decrease from UBS to $58.8 million in 2003 from $63.1
million in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                    

These decreases in revenue were partially offset by an $18.5 million increase
in revenue from contracts signed since the first quarter of 2002 with new
customers and with existing customers for whom the scope of services was
expanded.

Revenue for the Consulting segment decreased 13.9% to $13.0 million in the
first quarter of 2003 from $15.1 million in the first quarter of 2002 due
primarily to the weak demand for custom application solutions and package
implementation services.

Gross Margin

Direct costs of services increased in the first quarter of 2003 by 8.1% to
$272.1 million from $251.8 million in the first quarter of 2002. Gross margin
for the first quarter of 2003 was 19.519.1% of total revenue, which is lower than
the gross margin for the first quarter of 2002 of 22.7% of total revenue.
Included in this decrease is the effect of the adoption of EITF 00-21, which
negatively affected gross margin by 0.92.0 percentage points. The remaining year
over year decline in gross margin is primarily due to lower demand for
short-term services, lower profit margins on two government services companies
acquired since the second quarter of 2002, and $2.0 million of expense
associated with unfulfilled minimum purchase commitments.

Selling, General and Administrative Expenses

For the first quarter of 2003, SG&A was
$43.4 million, or 12.812.9% of total
revenue. For the first quarter of 2002, SG&A was $45.0 million, or 13.8% of
total revenue. This year over year decline is primarily the result of a
temporary decline in selling expense as well as our efforts to reduce SG&A
costs as a percentage of revenue. Partially offsetting these savings are $2.4
million of SG&A costs associated with ADI and Soza, which were both acquired
after March 31, 2002. We expect SG&A as a percentage of revenue to increase in
the second quarter of 2003 due to additional costs associated with corporate
compliance, upgrading our corporate information technology systems, and changes
or actions that may result from our ongoing review of operations.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Other Statement of Operations Items

Interest income, net, decreased in the first quarter of 2003 to $0.7 million
from $1.0 million in the first quarter of 2002. This decrease is due to both a
lower average cash balance and lower interest rates during 2003 as compared to
the prior year period.

Equity in earnings of unconsolidated affiliates, comprised of equity in
earnings from HCL Perot Systems N.V., a software joint venture based in India,
was $1.5 million in the three months ended March 31, 2003, compared to $1.9
million in the same period of 2002.

Other income (expense), net, increased in the three months ended March 31,
2003, to income of $1.3 million from income of $0.1 million in the three months
ended March 31, 2002, due to the receipt of a $1.2 million non-investment
interest payment.

Business Outlook

The following statements regarding our business outlook are based on current
expectations. These statements are forward-looking and actual results may
differ materially. In formulating this outlook, we considered recent and
potential sales, acquisitions and current market conditions.

For the second quarter of 2003, we expect revenue to range from $353.0 million
to $363.0 million, representing an increase of between 5.8% and 8.8% as
compared to the same prior year period. Comparing revenue for the first
quarter of 2003 to our expected revenue for the second quarter of 2003:

|  |  |                                                                                                                                                      
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | new customer contracts and a full quarter of revenue from the
acquisition of Soza are expected to add between $27.0 and $37.0 million
of revenue, and
|  |  |                                                                                                                                                      
| |  | potential revenue declines within our long-term account base of
between $10.0 million and $15.0 million may occur.                                   

For the second quarter of 2003, earnings per diluted share is expected to range
from $0.12 to $0.14, excluding additional costs that we anticipate incurring
due to changes or actions that may result from an ongoing review of our
operations. We have considered potential reductions in our long-term account
base, as well as additional start-up costs on new contracts, in reaching our
determination of the expected range.

We currently estimate that costs due to changes or actions that may result from
our review of operations will exceed $3.0 million over the next two quarters.
We are not able to provide the expected range of earnings per diluted share
calculated in accordance with generally accepted accounting principles and a
reconciliation to that range because we have not yet completed our review of
operations and have not determined the likely timing of actions under
consideration.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended March 31, 2003, cash and cash equivalents
decreased 40.0% to $127.8 million from $212.9 million at December 31, 2002.

Net cash provided by operating activities was $8.3 million for the three months
ended March 31, 2003, compared to net cash used in operating activities of $3.4
million for the three months ended March 31, 2002. The primary reason for the
increase in cash provided by operations is a $14.9 million change in the net
cash paid for income taxes, with net refunds of $13.7 million in 2003 compared
to net payments of $1.2 million in 2002. Additionally, year-end bonuses paid
to associates in 2003 decreased as compared to 2002 by approximately $9.3
million. These cash inflows were partially offset by an increase in prepaid
insurance and a decrease in income before cumulative effect of a change in
accounting principle for the first quarter of 2003 as compared to the first
quarter of 2002.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Net cash used in investing activities was $96.0 million for the three months
ended March 31, 2003, compared to $68.9 million for the same period in 2002.
This increase in cash used in investing activities is due primarily to a $23.2
million increase in the amount of net cash paid for acquisitions of businesses.
During the three months ended March 31, 2003, we paid $72.8 million (net of
cash received) for the acquisition of Soza and an additional $10.0 million for
the acquisition of ARS.

For the three months ended March 31, 2003, net cash provided by financing
activities was $0.8 million compared to $3.8 million for the three months ended
March 31, 2002. This reduction in cash provided by financing activities is due
primarily to a decrease in cash received from the exercise of stock options.

We routinely maintain cash balances in certain European and Asian currencies to
fund operations in those regions. During the three months ended March 31, 2003,
foreign exchange rate fluctuations positively impacted our non-domestic cash
balances by $1.8 million, as Euros strengthened against the U.S. dollar. Our
foreign exchange policy does not call for hedging foreign exchange exposures
that are not likely to impact net income or working capital.

We have no committed line of credit or other borrowings and anticipate that
existing cash and cash equivalents and expected net cash flows from operating
activities will provide sufficient funds to meet our operating needs for the
foreseeable future. We are currently considering obtaining a line of credit,
which we may need if we make additional acquisitions using cash. As discussed
below, upon adoption of FIN 46 and the consolidation of our variable interest
entity, we will increase our long-term debt by $75.0 million.

Contract-Related Contingency

We are currently working on a significant software development project for
which the estimated actual cost of development will significantly exceed the
fee specified in the contract. While the contract enables us to collect for
some of the overages above the specified fee, we believe that we will not fully
recover all of the overages and will therefore suffer a loss on this
development project. We expect the IT outsourcing contract with this customer
to be profitable over the full term of the agreement even after considering the
expected loss on the software development project. As discussed above, upon
adoption of EITF 00-21, we recorded an estimated loss on this software
development project of approximately $19.5 million, which is included in the
cumulative effect of a change in accounting principle. Given the uncertainties
regarding our estimate of the amount of overage billings that will ultimately
be collected, the actual losses with respect to this development project may
eventually exceed our current estimates.

Accounting Standards Issued

Financial Accounting Standards Board Interpretation No. 46

In January 2003, the FASB issued FIN 46, which changes the criteria by which
one company includes another entity in its consolidated financial statements.
FIN 46 requires a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entitys activities or entitled to receive a majority of the entitys
residual returns or both. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003, and
apply in the first fiscal period beginning after June 15, 2003, for variable
interest entities created prior to February 1, 2003. FIN 46 may be applied by
restating previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

We have an operating lease contract with a variable interest entity (also
called a special purpose entity) for the use of land and office buildings in
Plano, Texas, including our data center facilities. We currently do not
consolidate this entity. However, we will be required to consolidate this
entity beginning in the third quarter of 2003. Upon consolidation of this
entity, we will increase our assets and long-term debt by

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

approximately $75.0 million and begin recording an additional depreciation
expense of approximately $4.0 million per year. The assets will be recorded as
land, buildings, and improvements.

Additionally, we have not yet determined whether to restate any previously
issued financial statements in connection with the adoption of FIN 46. If we
elect to adopt FIN 46 by not restating previously issued financial statements
for years before 2003, then we estimate that we would record a cumulative
effect adjustment of approximately $6.0 million (approximately $3.7 million,
net of the applicable income tax benefit) as of January 1, 2003, representing
depreciation expense on the buildings and improvements through December 31,
2002. In connection with the adoption of FIN 46, we will be required to
restate the financial statements for the first and second quarters of 2003 to
consolidate the special purpose entity. The net impact of this restatement on
our earnings for each of the restated quarters in 2003 is estimated to be
approximately $1.0 million, representing depreciation expense on the buildings
and improvements.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as
may, will, should, forecasts, expects, plans, anticipates,
believes, estimates, predicts, potential, or continue or the negative
of such terms and other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating all
forward-looking statements, you should specifically consider various factors
that may cause actual results to vary from those contained in the
forward-looking statements, such as the loss of major clients; deterioration of
project and consulting-based revenue and profit associated with deteriorating
market conditions; our ability to achieve future sales; changes in our UBS
relationship and variability of revenue and expense associated with our largest
customer, as well as other clients; a portion of client revenue and profits
represent spending above contractual minimums, which could be deemed as
discretionary by clients and result in lower revenue and earnings for us with
limited notice; the current and future performance of client contracts; risks
associated with non-recoverable cost overruns on software development
contracts; growing start-up businesses; the highly competitive market in which
we operate; risks associated with signed contracts that must receive regulatory
approval; the variability of quarterly operating results; the reliance on
estimates that involve successful completion of future actions; guaranteed
purchase agreements; changes in technology; changes to accounting methods;
risks associated with acquisitions and divestitures; and risks related to
international operations. Please refer to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2002, as filed with the U.S. Securities and
Exchange Commission and available at www.sec.gov, for additional information
regarding risk factors. We disclaim any intention or obligation to revise any
forward-looking statements whether as a result of new information, future
developments, or otherwise.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For the Quarter Ended March 31, 2003




ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our market-risk associated with foreign currencies as of
December 31, 2002, see Quantitative and Qualitative Disclosures about Market
Risk in Part II, Item 7A, Managements Discussion and Analysis of Financial
Condition and Results of Operations, of our Annual Report on Form 10-K for the
fiscal year then ended. For the three months ended March 31, 2003, there has
been no significant change in related market risk factors.




ITEM 4: CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective.

No significant changes were made in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation (including any corrective actions with regard to significant
deficiencies and material weaknesses).

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For the Quarter Ended March 31, 2003




PART II: OTHER INFORMATION




ITEM 1: LEGAL PROCEEDINGS

We are, from time to time, involved in various litigation matters arising in
the ordinary course of our business. We believe that the outcomes of these
litigation matters, either individually or taken as a whole, will not have a
material adverse effect on our consolidated financial condition, results of
operations or cash flows.

IPO Allocation Securities Litigation

In July and August 2001, we, as well as some of our current and former officers
and the investment banks that underwrote our initial public offering, were
named as defendants in two purported class action lawsuits. These lawsuits,
Seth Abrams v. Perot Systems Corp. et al. and Adrian Chin v. Perot Systems,
Inc. et al., were filed in the United States District Court for the Southern
District of New York. The suits allege violations of Rule 10b-5, promulgated
under the Securities Exchange Act of 1934, and Sections 11, 12(a)(2) and 15 of
the Securities Act of 1933. Approximately 300 issuers and 40 investment banks
have been sued in similar cases. The suits against the issuers and
underwriters have been consolidated for pretrial purposes in the IPO Allocation
Securities Litigation. The lawsuit involving Perot Systems focuses on alleged
improper practices by the investment banks in connection with our initial
public offering in February 1999. The plaintiffs allege that the investment
banks, in exchange for allocating public offering shares to their customers,
received undisclosed commissions from their customers on the purchase of
securities and required their customers to purchase additional Perot Systems
shares in aftermarket trading. The lawsuit also alleges that we should have
disclosed in our public offering prospectus the alleged practices of the
investment banks, whether or not we were aware that the practices were
occurring. We believe the claims against us are without merit and will
vigorously defend ourselves in this case.

During 2002, the individual Perot Systems defendants were dismissed from the
case. In exchange for the dismissal, the individual defendants entered
agreements with the plaintiffs that toll the running of the statute of
limitations and permit the plaintiffs to refile claims against them in the
future. In February 2003, in response to the defendants motion to dismiss,
the court dismissed the plaintiffs Rule 10b-5 claims against Perot Systems,
but did not dismiss the remaining claims.

Litigation Relating to the California Energy Market

In June 2002, we were named as a defendant in a purported class action lawsuit
that alleges that we conspired with energy traders to manipulate the California
energy market. This lawsuit, Art Madrid v. Perot Systems Corporation et al., is
pending in the Superior Court of California, County of San Diego.

In June, July and August 2002, Perot Systems, Ross Perot and Ross Perot, Jr.,
were named as defendants in eight purported class action lawsuits that allege
violations of Rule 10b-5, and, in some of the cases, common law fraud. These
suits allege that our SEC filings contained material misstatements or omissions
of material facts with respect to our activities related to the California
energy market. Two lawsuits, Herbert Condell v. Perot Systems Corp. et al. and
Richard J. Dowling v. Perot Systems Corp. et al., were filed in the United
States District Court for the Southern District of New York. Four lawsuits,
Robert Markewich v. Perot Systems Corp. et al., Vincent Milano v. Perot Systems
Corp. et al., Lori Will v. Perot Systems Corp. et al. and June Zordich v. Perot
Systems Corp. et al., were filed in the United States District Court for the
Northern District of Texas, Dallas Division. Two lawsuits, Joffre Berger v.
Perot Systems Corp. et al., and Daniel Taubenfeld v. Perot Systems Corp. et
al., were filed in the United States District Court for the Eastern District of
Texas, Sherman Division. All of these eight cases have been consolidated in
the Northern District of Texas, Dallas Division.

We believe the claims against us are without merit and will vigorously defend
ourselves in these cases.

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For the Quarter Ended March 31, 2003




ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We did not submit any matters to a vote of our security holders during the
period covered by this report.




ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits required by Item 601 of Regulation S-K
| | --- |  | -----------------------------------------------

|            |  |                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                         
|            |  |                                                                                                                  
|3.1**       |  | Third Amended and Restated Certificate of Incorporation                                                          
|            |  |                                                                                                                  
|3.2++       |  | Third Amended and Restated Bylaws                                                                                
|            |  |                                                                                                                  
|10.29+++    |  | Employment Agreement dated April 7, 2003, between the
Company and Jeff Renzi.                                    
|            |  |                                                                                                                  
|31.1*       |  | Rule 13a-14 Certification dated August 14,
2003, by Ross Perot, Jr., President and Chief Executive
Officer.      
|            |  |                                                                                                                  
|31.2*       |  | Rule 13a-14 Certification dated August 14,
2003, by Russell Freeman, Vice President and Chief Financial
Officer. 
|            |  |                                                                                                                  
|32.1+       |  | Section 1350 Certification dated August 14,
2003, by Ross Perot, Jr., President and Chief Executive
Officer.     
|            |  |                                                                                                                  
|32.2+       |  | Section 1350 Certification dated August 14,
2003, by Russell Freeman, Vice President and Chief Financial
Officer.



| | (b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                                      
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | On March 7, 2003, we filed a
Current Report on Form 8-K to report an acquisition, through our
wholly owned subsidiary, Perot Systems Government Services, Inc., of
all of the issued and outstanding stock of Soza & Company, Ltd.
The transaction was reported under Item 2 of Form 8-K.



---

|*   |  | Filed herewith.                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|   
|+   |  | Furnished herewith.                                                                                                             
|   
|**  |  | Incorporated by reference to Exhibit 3.1 of our Quarterly Report on Form
10-Q for the quarterly period ended June 30,2002.      
|   
|++  |  | Incorporated by reference to Exhibit 3.2 of our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2002.
|   
|+++ |  | Incorporated by reference to Exhibit 10.29 of our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2003.  

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PEROT SYSTEMS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
For the Quarter Ended March 31, 2003




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                            |  |                                                                                            
|--------------------------- |  | -------------------------------------------------------------------------------------------
|                            |  | PEROT SYSTEMS CORPORATION
(Registrant)                                                     
|                           
|Date:
May 9,August 14, 2003 |  | By /s/ ROBERT J. KELLYRobert J. Kelly
Corporate Controller and Principal Accounting Officer

Page 21



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##### Table of Contents






INDEX TO EXHIBITS

|         |  |                                                                                                                  
|-------- |  | -----------------------------------------------------------------------------------------------------------------
|Exhibit  |  |                                                                                                                  
|Number   |  | Description                                                                                                      
|         |  |                                                                                                                  
|3.1**    |  | Third Amended and Restated Certificate of Incorporation                                                          
|         |  |                                                                                                                  
|3.2++    |  | Third Amended and Restated Bylaws                                                                                
|         |  |                                                                                                                  
|10.29+++ |  | Employment Agreement dated April 7, 2003, between the
Company and Jeff Renzi.                                    
|         |  |                                                                                                                  
|31.1*    |  | Rule 13a-14 Certification dated August 14,
2003, by Ross Perot, Jr., President and Chief Executive
Officer.      
|         |  |                                                                                                                  
|31.2*    |  | Rule 13a-14 Certification dated August 14,
2003, by Russell Freeman, Vice President and Chief Financial
Officer. 
|         |  |                                                                                                                  
|32.1+    |  | Section 1350 Certification dated August 14,
2003, by Ross Perot, Jr., President and Chief Executive
Officer.     
|         |  |                                                                                                                  
|32.2+    |  | Section 1350 Certification dated August 14,
2003, by Russell Freeman, Vice President and Chief Financial
Officer.



---

|*   |  | Filed herewith.                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|   
|+   |  | Furnished herewith.                                                                                                             
|   
|**  |  | Incorporated by reference to Exhibit 3.1 of our Quarterly Report on Form
10-Q for the quarterly period ended June 30,2002.      
|   
|++  |  | Incorporated by reference to Exhibit 3.2 of our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2002.
|   
|+++ |  | Incorporated by reference to Exhibit 10.29 of our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2003.