##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2008
 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 1-14773
 PEROT SYSTEMS CORPORATION
  DELAWARE
    
    75-2230700(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 
 
 
 þ o
  þ Large accelerated filer
    
    o
Accelerated filer
    
    o
Non-accelerated filer
    
    o
Smaller reporting company(Do not check if a smaller reporting company)
 o þ




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##### 



PagePART I:
    
    FINANCIAL INFORMATIONITEM 1:
    
    FINANCIAL STATEMENTS (UNAUDITED)Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    1Condensed Consolidated Income Statements for the three months ended March 31,
2008 and 2007
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2008 and 2007
    
    3Notes to Condensed Consolidated Financial Statements
    
    4ITEM 2:
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    13ITEM 3:
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    20ITEM 4:
    
    CONTROLS AND PROCEDURES
    
    20PART II:
    
    OTHER INFORMATIONITEM 1:
    
    LEGAL PROCEEDINGS
    
    20ITEM 1A:
    
    RISK FACTORS
    
    21ITEM 2:
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    21ITEM 6:
    
    EXHIBITS
    
    22SIGNATURES
    
    
    
    23Rule 13a-14 Certification by President and Chief Executive OfficerRule 13a-14 Certification by Vice President and Chief Financial OfficerSection 1350 Certification by President and Chief Executive OfficerSection 1350 Certification by Vice President and Chief Financial Officer




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##### Table of Contents



March 31, 2008
    
    
    December 31, 2007(Dollars in millions)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    201
    
    
    $
    187Short-term investments
    
    
    
    
    
    
    23Accounts receivable, net
    
    
    488
    
    
    
    477Prepaid expenses and other
    
    
    92
    
    
    
    70Total current assets
    
    
    781
    
    
    
    757Property, equipment and purchased software, net
    
    
    231
    
    
    
    235Goodwill
    
    
    713
    
    
    
    713Deferred contract costs, net
    
    
    90
    
    
    
    82Other non-current assets
    
    
    103
    
    
    
    113Total assets
    
    $
    1,918
    
    
    $
    1,900LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    67
    
    
    $
    69Deferred revenue
    
    
    54
    
    
    
    55Accrued compensation
    
    
    57
    
    
    
    54Income taxes payable
    
    
    29
    
    
    
    18Accrued and other current liabilities
    
    
    127
    
    
    
    134Total current liabilities
    
    
    334
    
    
    
    330Long-term debt
    
    
    213
    
    
    
    213Non-current deferred revenue
    
    
    76
    
    
    
    70Other non-current liabilities
    
    
    42
    
    
    
    44Total liabilities
    
    
    665
    
    
    
    657Commitments and contingenciesStockholders equity:Common stock
    
    
    1
    
    
    
    1Additional paid-in capital
    
    
    571
    
    
    
    565Retained earnings
    
    
    726
    
    
    
    698Treasury stock
    
    
    (70
    )
    
    
    (49
    )Accumulated other comprehensive income
    
    
    25
    
    
    
    28Total stockholders equity
    
    
    1,253
    
    
    
    1,243Total liabilities and stockholders equity
    
    $
    1,918
    
    
    $
    1,900
  1




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Three Months Ended March 31,2008
    
    
    2007(Dollars in millions, except pershare data)Revenue
    
    $
    680
    
    
    $
    590Direct cost of services
    
    
    562
    
    
    
    485Gross profit
    
    
    118
    
    
    
    105Selling, general and administrative expenses
    
    
    74
    
    
    
    71Operating income
    
    
    44
    
    
    
    34Interest income
    
    
    2
    
    
    
    2Interest expense
    
    
    (3
    )
    
    
    (2
    )Other income, net
    
    
    2
    
    
    
    Income before taxes
    
    
    45
    
    
    
    34Provision for income taxes
    
    
    17
    
    
    
    11Net income
    
    $
    28
    
    
    $
    23Earnings per share of common stock:Basic, Class A
    
    $
    0.24
    
    
    $
    0.19Basic, Class B
    
    
    
    
    
    $
    0.19Diluted
    
    $
    0.23
    
    
    $
    0.19Diluted, Class B
    
    
    
    
    
    $
    0.19Weighted average number of common shares outstanding (in thousands):Basic, Class A
    
    
    119,754
    
    
    
    120,745Basic and diluted, Class B
    
    
    
    
    
    
    817Diluted
    
    
    121,076
    
    
    
    124,125
  2




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##### Table of Contents



Three Months Ended March 31,2008
    
    
    2007(Dollars in millions)Cash flows from operating activities:Net income
    
    $
    28
    
    
    $
    23Adjustments to reconcile net income to net cash provided by (used
in) operating activities:Depreciation and amortization
    
    
    28
    
    
    
    24Stock-based compensation
    
    
    4
    
    
    
    4Change in deferred taxes
    
    
    (5
    )
    
    
    (14
    )Excess tax benefits from stock-based compensation arrangements
    
    
    
    
    
    
    (1
    )Changes in assets and liabilities (net of effects from
acquisitions of businesses):Accounts receivable, net
    
    
    (16
    )
    
    
    (29
    )Prepaid expenses
    
    
    (19
    )
    
    
    (16
    )Deferred contract costs
    
    
    (13
    )
    
    
    (12
    )Accounts payable and accrued liabilities
    
    
    (7
    )
    
    
    2Accrued compensation
    
    
    2
    
    
    
    (33
    )Current and non-current deferred revenue
    
    
    5
    
    
    
    1Income taxes
    
    
    11
    
    
    
    13Other current and non-current assets
    
    
    2
    
    
    
    Net cash provided by (used in) operating activities
    
    
    20
    
    
    
    (38
    )Cash flows from investing activities:Purchases of property, equipment and software
    
    
    (14
    )
    
    
    (21
    )Acquisitions of businesses, net
    
    
    1
    
    
    
    (244
    )Purchases of short-term investments
    
    
    (40
    )
    
    
    (362
    )Proceeds from sale of short-term investments
    
    
    63
    
    
    
    474Other
    
    
    1
    
    
    
    (1
    )Net cash provided by (used in) investing activities
    
    
    11
    
    
    
    (154
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    (1
    )
    
    
    Proceeds from issuance of long-term debt
    
    
    
    
    
    
    75Proceeds from issuance of common and treasury stock
    
    
    4
    
    
    
    10Excess tax benefits from stock-based compensation arrangements
    
    
    
    
    
    
    1Purchases of treasury stock
    
    
    (24
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (21
    )
    
    
    86Effect of exchange rate changes on cash and cash equivalents
    
    
    4
    
    
    
    1Net decrease in cash and cash equivalents
    
    
    14
    
    
    
    (105
    )Cash and cash equivalents at beginning of period
    
    
    187
    
    
    
    250Cash and cash equivalents at end of period
    
    $
    201
    
    
    $
    145
  3




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Fair Value Measurements
   
    
    Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for
identical assets or liabilities.
    
    Level 2: Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for similar assets or
liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active.
    
    Level 3: Unobservable inputs that reflect the reporting entitys own assumptions.
 4




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Basis of Fair Value MeasurementsQuoted PricesIn Active
    
    SignificantMarkets for
    
    Other
    
    SignificantBalance at
    
    Identical
    
    Observable
    
    UnobservableMarch 31,
    
    Items
    
    Inputs
    
    Inputs2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)(in millions)Interest rate swaps
    
    $
    (5
    )
    
    $
    
    
    
    $
    (5
    )
    
    $
    Foreign currency
derivative
financial
instruments
(including forward
contracts and
options)
    
    $
    
    
    
    $
    (1
    )
    
    $
    1
    
    
    $
    
   Significant accounting standards to be adopted
 FASB Statement No 141R
  5




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FASB Statement No 161
      JJ Wild, Inc.
  QSS Group, Inc.
  6




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As of March 31, 2008Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    BookValue
    
    
    Amortization
    
    
    Value(in millions)Service marks
    
    $
    4
    
    
    $
    (2
    )
    
    $
    2Customer-based assets
    
    
    86
    
    
    
    (32
    )
    
    
    54Other intangible assets
    
    
    3
    
    
    
    (2
    )
    
    
    1Total
    
    $
    93
    
    
    $
    (36
    )
    
    $
    57
    Three MonthsEnded March 31,2008
    
    
    2007(in millions)Net income
    
    $
    28
    
    
    $
    23Net unrealized loss on foreign exchange forward contracts and interest rate swaps
    
    
    (4
    )
    
    
    Foreign currency translation adjustments
    
    
    1
    
    
    
    1Total comprehensive income
    
    $
    25
    
    
    $
    24
  Accumulated gain at December 31, 2007
    
    $
    1Net unrealized loss on hedging transactions
    
    
    (4
    )Reclassifications into earnings
    
    
    Total accumulated loss at March 31, 2008
    
    $
    (3
    )
   7




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Stock-based compensation
  Three months endedMarch 31,2008
    
    
    2007(in millions, exceptper share data)Direct cost of services
    
    $
    1
    
    
    $
    1Selling, general and administrative expenses
    
    
    2
    
    
    
    2Total stock compensation expense from stock options and ESPP
    
    
    3
    
    
    
    3Stock compensation expense from stock options and ESPP, net of tax
    
    
    2
    
    
    
    2
    Three months endedMarch 31,2008
    
    2007Weighted average risk free interest rates
    
    
    2.78
    %
    
    
    4.63
    %Weighted average life (in years)
    
    
    4.7
    
    
    
    5.0Volatility
    
    
    27
    %
    
    
    28
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Weighted average grant-date fair value per share of options granted
    
    $
    4.06
    
    
    $
    5.45
 8




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Activity in our stock-based compensation plans
  Three months ended March 31,2008
    
    2007Weighted-
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    ExerciseOptions
    
    Price
    
    Options
    
    PriceOutstanding at January 1
    
    
    16,240
    
    
    
    15.00
    
    
    
    18,169
    
    
    
    14.42Granted
    
    
    1,627
    
    
    
    14.24
    
    
    
    26
    
    
    
    16.19Exercised
    
    
    (181
    )
    
    
    9.96
    
    
    
    (876
    )
    
    
    8.95Forfeited
    
    
    (604
    )
    
    
    15.37
    
    
    
    (512
    )
    
    
    16.74Outstanding at March 31
    
    
    17,082
    
    
    
    14.96
    
    
    
    16,807
    
    
    
    14.64Exercisable at March 31
    
    
    9,882
    
    
    
    15.40
    
    
    
    9,755
    
    
    
    15.32
      9




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ConsultingandIndustry
    
    Government
    
    ApplicationsSolutions
    
    Services
    
    Solutions
    
    Other
    
    Total(in millions)For the quarter ended March 31, 2008:Revenue
    
    $
    461
    
    
    $
    161
    
    
    $
    84
    
    
    $
    (26
    )
    
    $
    680Income before taxes
    
    
    27
    
    
    
    5
    
    
    
    13
    
    
    
    
    
    
    
    45For the quarter ended March 31, 2007:Revenue
    
    $
    424
    
    
    $
    114
    
    
    $
    71
    
    
    $
    (19
    )
    
    $
    590Income before taxes
    
    
    19
    
    
    
    5
    
    
    
    10
    
    
    
    
    
    
    
    34
 10




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For the Three MonthsEnded March 31,2008
    
    
    2007(in thousands, except pershare data)Basic Earnings per Common ShareNet income allocated to Class A common shares (1)
    
    $
    28,433
    
    
    $
    23,251Weighted average common shares outstanding, Class A
    
    
    119,754
    
    
    
    120,745Basic earnings per common share
    
    $
    0.24
    
    
    $
    0.19Net income allocated to Class B common shares (1)
    
    
    
    
    
    $
    157Weighted average common shares outstanding, Class B
    
    
    
    
    
    
    817Basic earnings per common share
    
    
    
    
    
    $
    0.19Diluted Earnings per Common ShareNet income (2)
    
    $
    28,433
    
    
    $
    23,408Weighted average common shares outstanding
    
    
    119,754
    
    
    
    121,562Incremental shares assuming dilution
    
    
    1,322
    
    
    
    2,563Weighted average diluted common shares outstanding (3)
    
    
    121,076
    
    
    
    124,125Diluted earnings per common share
    
    $
    0.23
    
    
    $
    0.19Net income allocated to Class B common shares (4)
    
    
    
    
    
    $
    154Weighted average common shares outstanding, Class B
    
    
    
    
    
    
    817Diluted earnings per common share, Class B
    
    
    
    
    
    $
    0.19
 
 (1)
    
    Net income is allocated to Class A and Class B common shares based on weighted average common
shares attributable to each class of stock.(2)
    
    For purposes of the diluted net income per share computation for common stock, shares of
Class B are assumed to be converted; therefore, 100% of net income is allocated to common
stock.(3)
    
    Class B shares are assumed to be converted in the weighted average diluted common shares
outstanding.(4)
    
    Net income is allocated to class B common shares based on the weighted average diluted common
shares attributable to each class of stock.  11




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Litigation
   IPO Allocation Securities Litigation
   Other
  12




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This quarterly report 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, could, forecasts, expects, plans,
anticipates, believes, estimates, predicts, potential, see, target, projects,
position, or continue or the negative of such terms and other comparable terminology. These
statements reflect our current expectations, estimates, and projections. These statements are not
guarantees of future performance and involve risks, uncertainties, and assumptions that are
difficult to predict. Actual events or results may differ materially from what is expressed or
forecasted in these forward-looking statements. In evaluating these statements, you should
specifically consider various factors, including the risks described in our Annual Report on Form
10-K for the year ended December 31, 2007. These risk factors describe reasons why our actual
results may differ materially from any forward-looking statement. We disclaim any intention or
obligation to update any forward-looking statement.
 
  RESULTS OF OPERATIONS
  Lines of Business
  Overview of Our Financial Results for the First Quarter of 2008
  13




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Revenue Growth
  
    
    Revenue from a company acquired within our Government Services segment during the first
quarter of 2007 for which we did not recognize a full quarter of revenue during the first
quarter of 2007.
    
    Revenue from new contracts signed during the twelve-month period following the first quarter
of 2007.
    
    A net increase in revenue from the expansion of base services and discretionary investments
by our existing long-term customers.
    
    Revenue from a company acquired within our Healthcare group during the third quarter of 2007.
  Earnings Growth
  
    
    Increased profitability in the Industry Solutions Segment of approximately $0.07 per diluted
share.
    
    Increased profitability in the Consulting and Applications Solutions Segment, which resulted
in an increase of approximately $0.02 per diluted share.
    
    Cost reduction activities that reduced our selling, general, and administrative expenses as a
percentage of revenue and benefited earnings by approximately $0.02 per diluted share.
 14




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
    
    An increase in incentive compensation which resulted in a decrease in diluted earnings per
share of approximately $0.05.
    
    An increase in our effective tax rate. In the first quarter of 2007, we reduced an income tax
valuation allowance, which resulted in a benefit to 2007 of approximately $0.02 per diluted
share.
 Free Cash Flow
  Three MonthsEndedMarch 31,2008
    
    
    2007Net cash provided by (used in) operating activities
    
    $
    20
    
    
    $
    (38
    )Purchases of property, equipment and purchased software
    
    
    (14
    )
    
    
    (21
    )Free cash flow
    
    $
    6
    
    
    $
    (59
    )
  TCV of Contracts Signed
   15




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Additional Measurements
  Comparison of the Three Months Ended March 31, 2008 and 2007
 Revenue
  Three Months Ended March 312008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeIndustry Solutions
    
    $
    461
    
    
    $
    424
    
    
    $
    37
    
    
    
    8.7
    %Government Services
    
    
    161
    
    
    
    114
    
    
    
    47
    
    
    
    41.2
    %Consulting and Applications Solutions
    
    
    84
    
    
    
    71
    
    
    
    13
    
    
    
    18.3
    %Elimination of intersegment revenue
    
    
    (26
    )
    
    
    (19
    )
    
    
    (7
    )
    
    
    36.8
    %Total
    
    $
    680
    
    
    $
    590
    
    
    $
    90
    
    
    
    15.3
    %
 Industry Solutions
  
    
    $18 million net increase from existing accounts and short-term project work. This net
increase resulted from expanding our base services to existing long-term customers and from
providing additional discretionary services to these customers. The discretionary services
that we provide, which include short-term project work, can vary from period-to-period
depending on many factors, including specific customer and industry needs and economic
conditions. This increase was primarily related to contracts in the healthcare industry.
    
    $18 million increase from new contracts signed during the twelve-month period following the
first quarter of 2007. This increase was composed of $9 million, $7 million, and $2 million
from new contracts signed in the Commercial Solutions, Healthcare, and Insurance and Business
Process Solutions groups, respectively. The services that we are providing to these new
customers are primarily the same services that we provide to the majority of our other
long-term outsourcing customers.
    
    $17 million increase in revenue from a company acquired within our Healthcare group during
the third quarter of 2007.
  16




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##### Table of Contents



Government Services
  Consulting and Applications Solutions
  Gross Margin
  
    
    Reduced gross margin for Government Services, primarily attributable to recent
outsourcing contracts that have lower initial profit margins because of transition and set
up expenses.
    
    Increased incentive compensation, net of amounts reimbursable by our customers.
  
    
    Increased gross margin within Industry Solutions segment, including an increase from
contract profit improvements, project growth, and cost management.
 Selling, General and Administrative Expenses
  17




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Other Income Statement Items
  Liquidity and Capital Resources
  Operating Activities
  
    
    Cash used due to changes in accounts receivable was $16 million for the three months ended
March 31, 2008, as compared to $29 million for the same period of the prior year. This change
is primarily due to the timing in government contract unbilled receivables related to work
invoiced on a milestone basis.
    
    During the three months ended March 31, 2008, we made net cash payments for income taxes of
$10 million as compared to $12 million in the three months ended March 31, 2007.
    
    Bonuses paid to associates under our bonus plans in the first quarters of 2008 and 2007
(including payments of annual bonuses relating to the previous years bonus plan) were $17
million and $42 million, respectively. The amount of bonuses that we pay each year is based on
several factors, including our financial performance and managements discretion.
  
    
    Cash used due to changes in accounts payable and accrued liabilities was $7 million for the
three months ended March 31, 2008, as compared to cash provided of $2 million for the same
period of the prior year. This change is primarily due to the timing of vendor payments.
 18




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Investing Activities
  
    
    During the three months ended March 31, 2007, we paid $244 million, net of cash acquired, for
the acquisition of QSS, an information technology services company providing services to the
U.S. federal government.
    
    During the three months ended March 31, 2008, we liquidated short-term investments of $23
million, net as compared to $112 million, net during the three months ended March 31, 2007.
The liquidation during the first quarter of 2007 was in connection with our acquisition of
QSS.
    
    During the three months ended March 31, 2008, we purchased $14 million of property, equipment
and purchased software as compared to $21 million during the three months ended March 31,
2007.
 Financing Activities
   Significant accounting standards to be adopted
  19




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IPO Allocation Securities Litigation
  20




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Other
  
   
  Issuer Purchases of Equity Securities
  ApproximateDollarTotal Number
    
    Value ofof Shares
    
    Shares thatAverage
    
    Purchased as
    
    May YetTotal Number
    
    Price
    
    Part of
    
    Be Purchasedof Shares
    
    Paid per
    
    Publicly Announced
    
    Under thePeriod
    
    Purchased(2)
    
    Share
    
    Plans(1)
    
    Plans(1)January 1, 2008 to January 31, 2008
    
    
    341,900
    
    
    $
    13.56
    
    
    
    341,900February 1, 2008 to February 29, 2008
    
    
    363,328
    
    
    $
    13.82
    
    
    
    363,328March 1, 2008 to March 31, 2008
    
    
    1,033,200
    
    
    $
    13.87
    
    
    
    1,033,200
    
    
    $
    57,800,000
 
 (1)
    
    The plan that existed at December 31, 2007, was replaced by a new stock buyback program
adopted on February 26, 2008, authorizing the repurchase of up to $75 million of our common
stock. The program authorizes the repurchase of our common stock from time to time in the
open market, under a Rule 10b5-1 plan, or through privately negotiated, block transactions,
which may include substantial blocks purchased from unaffiliated holders.(2)
    
    Shares of Class A Common Stock. 21




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EXHIBITNUMBER
    
    DESCRIPTION OF EXHIBIT3.1
    
    Third Amended and Restated Certificate of Incorporation of Perot
Systems Corporation (the Company) (Incorporated by reference to
Exhibit 3.1 of the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002.)3.2
    
    Fourth Amended and Restated Bylaws. (Incorporated by reference to
Exhibit 3.2 of the Companys Current Report on Form 8-K filed
September, 24, 2004).4.1
    
    Specimen of Class A Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 of the Companys Registration Statement
on Form S-1, Registration No. 333-60755.)4.2
    
    Rights Agreement dated January 28, 1999 between the Company and
The Chase Manhattan Bank (Incorporated by reference to Exhibit
4.2 of the Companys Registration Statement on Form S-1,
Registration No. 333-60755.)4.3
    
    Form of Certificate of Designation, Preferences, and Rights of
Series A Junior Participating Preferred Stock (included as Exhibit
A-1 to the Rights Agreement) (Incorporated by reference to
Exhibit 4.3 of the Companys Registration Statement on Form S-1,
Registration No. 333-60755.)4.4
    
    Form of Certificate of Designation, Preferences, and Rights of
Series B Junior Participating Preferred Stock (included as Exhibit
A-2 to the Rights Agreement) (Incorporated by reference to
Exhibit 4.4 of the Companys Registration Statement on Form S-1,
Registration No. 333-60755.)31.1*
    
    Rule 13a-14 Certification dated April 29, 2008, by Peter A.
Altabef, President and Chief Executive Officer.31.2*
    
    Rule 13a-14 Certification dated April 29, 2008, by John E. Harper,
Vice President and Chief Financial Officer.32.1**
    
    Section 1350 Certification dated April 29, 2008, by Peter A.
Altabef, President and Chief Executive Officer.32.2**
    
    Section 1350 Certification dated April 29, 2008, by John E.
Harper, Vice President and Chief Financial Officer.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 22




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##### Table of Contents



PEROT SYSTEMS CORPORATION
(Registrant)Date: April 29, 2008By /s/ ROBERT J. KELLY

Robert J. KellyCorporate Controller and Principal
Accounting Officer
 23