<PAGE>
ELECTRONIC DATA SYSTEMS CORPORATION
EDS DEFERRED COMPENSATION PLAN
FORM 11-K
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1995
FILED PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the fiscal year ended December 31, 1995
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from ______________________ to ______________________
Commission file number 1-11779
-------
EDS DEFERRED COMPENSATION PLAN
------------------------------
(Full title of the plan)
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3105
----------------------------------------------------
(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive offices)
Registrant's telephone number, including area code (214)604-6000
Notices and communications from the Securities
and Exchange Commission relative to this report
should be forwarded to:
H. Paulett Eberhart
Chief Accounting Officer
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3105
- 1 -
<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
----------------------------------------------- --------
EDS Deferred Compensation Plan:
Independent Auditors' Report................................. 3
Basic Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1995 and 1994............................ 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31,
1995 and 1994......................................... 5
Notes to Financial Statements, December 31,
1995 and 1994......................................... 6
Supplemental schedules:
Line 27(a)-Schedule of Assets Held for
Investment Purposes, December 31, 1995................ 15
Line 27(d)-Schedule of Reportable Transactions
for the Year Ended December 31, 1995.................. 17
Supplemental schedules not listed above are omitted as the required
information is not applicable or the information is presented in the
financial statements or related notes.
(b) EXHIBIT
-------
Exhibit 23 Consent of Independent Auditors................... 19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees of the EDS Deferred Compensation Plan have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
EDS DEFERRED COMPENSATION PLAN
------------------------------
(Name of plan)
Electronic Data Systems Corporation
Plan Administrator
Date June 28, 1996 By
-------------
s/ Lester M. Alberthal, Jr.
----------------------------
(Lester M. Alberthal, Jr.,
Chairman of the Board
and Chief Executive Officer)
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Trustees
EDS Deferred Compensation Plan:
We have audited the accompanying statements of net assets available for benefits
of the EDS Deferred Compensation Plan as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the EDS Deferred
Compensation Plan as of December 31, 1995 and 1994, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG Peat Marwick LLP
Dallas, Texas
May 31, 1996, except for note 7
which is as of June 7, 1996
-3-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets: 1995 1994
-------------- ---------------
<S> <C> <C>
Investments (Note 4):
Income Fund, primarily at contract value
(cost, 1995 - $212,107,338
1994 - $200,430,721) $212,107,338 $200,430,721
Executive Life Fund, at contract value
(cost, 1995 - $9,639,617
1994 - $9,639,617) 9,639,617 9,639,617
GM Class E Stock Fund, at fair value
(cost, 1995 - $204,271,128
1994 - $146,435,039) 369,323,652 235,048,771
Vanguard Wellington Fund, at fair value
(cost, 1995 - $218,913,526
1994 - $179,545,217) 268,949,863 182,701,125
Vanguard U.S. Growth Portfolio, at fair value
(cost, 1995 - $64,687,595
1994 - $33,907,306) 78,837,077 35,086,396
Vanguard International Growth Portfolio,
at fair value
(cost, 1995 - $60,321,752
1994 - $53,273,034 68,723,890 56,298,491
Vanguard Quantitative Portfolios, at fair value
(cost, 1995 - $57,824,780
1994 - $37,322,130) 66,606,017 35,487,178
Vanguard Explorer Fund, at fair value
(cost, 1995 - $9,136,925
1994 - $0) 9,115,455 --
Vanguard Bond Index Fund, at fair value
(cost, 1995 - $2,038,782
1994 - $0) 2,088,611 --
Vanguard Money Market
Reserves-Prime Portfolio, at fair value
(cost, 1995 - $44,487,074
1994 - $43,400,377) 44,487,074 43,400,377
Mcorp Stock Fund, at fair value
(cost, 1994 - $705,054) -- 3,984
Loan Fund, at unpaid principal
balance, which approximates fair value 50,487,025 42,197,276
-------------- --------------
Net assets available for benefits $1,180,365,619 $840,293,936
============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
-4-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
-------------- ---------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments
(Note 4) $ 174,941,891 $ 44,151,120
Interest 19,497,172 15,632,256
Dividends 25,637,508 13,610,325
-------------- ---------------
Total 220,076,571 73,393,701
Contributions - employees 153,469,319 117,825,009
Net assets transferred from other
plans (Note 1) 3,945,109 22,979,482
-------------- ---------------
Total additions 377,490,999 214,198,192
Deductions from net assets attributed
to withdrawals (37,419,316) (36,440,447)
-------------- ---------------
Net increase 340,071,683 177,757,745
Net assets available for benefits at:
Beginning of year 840,293,936 662,536,191
-------------- ---------------
End of year $1,180,365,619 $ 840,293,936
============== ===============
</TABLE>
See accompanying Notes to Financial Statements.
-5-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
December 31, 1995 and 1994
1. Description of Plan
-------------------
The EDS Deferred Compensation Plan (the Plan) became effective July 1, 1983,
with employees admitted to the Plan October 1, 1983. As used herein, the terms
"EDS", "the Company", and "Employer" refer to Electronic Data Systems
Corporation and its adopting subsidiaries which participate in the Plan. As a
result of the acquisition of EDS by General Motors Corporation (GM) on October
18, 1984, the Plan was amended primarily to allow the Plan to invest in GM Class
E common stock, $0.10 par value. The following description of the Plan reflects
all Plan amendments and is provided for general purposes only. Participants
should refer to the Plan document, as amended, for more complete information.
General - The Plan is a defined contribution plan covering eligible employees
of the Company. An employee becomes eligible to participate in the Plan upon
the commencement of the first hour of service with the Employer.
During the second quarter of 1994, EDS entered into a contract with Xerox
Corporation (Xerox) whereby the data processing employees of Xerox became EDS
employees and became eligible to participate in the Plan. As a result, net
assets of $18,343,941 were transferred to the Plan in 1994. In 1995, additional
employees were transitioned from Xerox to EDS and net assets of $1,588,883 were
transferred to the Plan. Additional net transfers totalling $2,356,226 took
place during 1995. For financial statement purposes, the fair market values of
the assets transferred from or to the plans are reflected at fair value at the
dates of transfer.
Effective March 28, 1991, The Vanguard Fiduciary Trust Company (Vanguard)
became asset custodian and record-keeper for the EDS Deferred Compensation Plan.
Effective May 1, 1991, Vanguard became trustee of the Plan. The Plan's
investment activities are managed by the Vanguard Group of Investment Companies.
The Plan's Investment Committee has approval and oversight responsibilities for
the investment process.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended and the Internal Revenue Code (IRC), as
amended. The Plan was created to provide additional incentive and retirement
security for eligible employees. The Plan allows for eleven investment funds,
nine of which are available for participant investment: the Income Fund, which
is a fixed income fund; the GM Class E Stock Fund, which consists of GM Class E
common stock and a small amount of cash invested in a money market account; the
Vanguard Money Market Reserves-Prime Portfolio (Vanguard Money Market), a short-
term investment fixed income fund; the Vanguard Wellington Fund (Vanguard
Wellington), a stock and bond mutual fund; the Vanguard Quantitative Portfolios
(Vanguard Quantitative), a growth and income stock mutual fund; the Vanguard
U.S. Growth Portfolio (Vanguard U.S.), a growth stock mutual fund; the Vanguard
International Growth Portfolio (Vanguard International), a growth stock mutual
fund investing in foreign companies; the Vanguard Explorer Fund, an aggressive
growth stock fund; and the Vanguard Bond Index Fund, which is an intermediate-
term bond fund. In addition, the Plan held other investments in 1994 which were
transferred to the EDS Deferred Compensation Plan from the Mtech Plans on
December 31, 1988. During 1991, the guaranteed annuity contract with Executive
Life was accounted for as its own investment fund, hereafter referred to as the
Executive Life Fund (see Note 4).
All of the administrative expenses of the Plan are paid by the Company with
the exception of loan application fees. All investment expenses are paid from
the investment funds.
In order to preserve any protected benefits, rights or features under any
plans which are merged into the EDS Deferred Compensation Plan, the Plan was
amended, effective December 30, 1988, to specifically prohibit the reduction or
elimination of any benefit, right or feature protected under IRC Section 411 (d)
(6).
Contributions - Each year, contributions to the Plan are made on a pre-tax
basis. Participants may elect to defer between one percent and twenty percent
of their total compensation subject to: (1) a maximum annual contribution of
$9,240 in both 1995 and 1994, (2) a maximum annual eligible compensation of
$150,000 per participant beginning January 1, 1994, and (3) limitations imposed
to ensure a fair mix of participation among employees (elective contributions).
The total annual additions to a participant's individual account may not exceed
the lesser of $30,000 or 25 percent of the participant's total compensation as
defined in the Plan. Annual additions for purposes of this test are defined as
contributions less any rollover contributions made during the year. An
individual participant's annual additions are further limited by amounts
credited to the participant under other Company employee benefit plans.
-6-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
Effective January 1, 1991, a participant may elect, up to four times annually,
to change his/her designated percentage of pay withheld.
Withdrawals - A participant may request a withdrawal of all or a portion of
the amount of accumulated voluntary contributions in cases of hardship. Once a
participant has exhausted all other available financial resources, including
Plan loans, and upon the approval of the Plan Administrator, a participant may
then withdraw an amount equal to but not in excess of the expense of the
hardship per requirements of the IRC (the "Hardship Withdrawal"). In order to
obtain such approval from the Plan Administrator, a participant must demonstrate
immediate and heavy financial need. Participants age 59 1/2 or above may obtain
an in-service withdrawal without being subject to an additional 10% tax penalty.
The amount of a participant's withdrawals may not be repaid to the Plan.
Participant's Individual Account - The Participant's Individual Account is
credited with the participant's contributions (including rollovers) and the
amounts of participant earnings dictated by the number of units held in each
investment fund. The benefit to which a participant is entitled is limited to
the amount of the participant's individual account.
The participant determines both the amount deferred and the percentage of the
investment contributed to one or more of the investment funds. The percentages
may be in any whole percentage increment.
Vesting - Participants are always 100% vested in their individual accounts and
in the earnings received thereon.
Payments of Benefits - On termination of service, age 59 1/2, death, or
retirement, a participant may elect to receive either a cash distribution for
all or part of the value of his/her account, GM Class E common stock (for any
amount so invested), or a non-transferable annuity contract purchased on his/her
behalf from an insurance company. A participant may elect to receive periodic
payments in monthly, quarterly, or semiannual installments or elect to have all
or part of his/her account rolled over to another qualified plan or to an
individual retirement account.
Loans - Upon written application of a participant, the Plan Administrator may
direct the Trustees to make a loan to the participant. The amount of any such
loan is limited to fifty percent (50%) of the amount of accumulated elective
contributions to which the participant would be entitled if employment was
terminated as of the date the loan is made. No loan may be granted for less
than $500. The maximum amount of loans available to a participant may not
exceed $50,000 reduced by the highest outstanding loan balances from the Plan
during the preceding year minus the outstanding loan balances on the date a loan
is made. Plan loans and interest must be repaid within five years or upon
separation from employment, whichever is earlier. If the outstanding loan is
not repaid in full prior to the end of the quarter during which the participant
separates, the amount outstanding will be reported to the Internal Revenue
Service as income for that calendar year. Effective July 1, 1991, the Plan was
amended to allow no more than four outstanding loans at any one time. No more
than two Plan loans may be granted in any plan year. At December 31, 1995 and
1994, the interest rate on new loans was eight and three-quarters percent
(8.75%) and eight and one half percent (8.50%), respectively.
Use of Estimates - The preparation of the financial statements in conformity
with generally accepted accounting principles requires the Plan Administrator to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of additions and deductions
during the reporting period. Because of the use of estimates inherent in the
financial reporting process, actual results could differ from those estimates.
-7-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
2. Summary of Significant Accounting Policies
------------------------------------------
Investments - The Plan's investments are stated at fair value based on quoted
market prices except for its investment contracts with insurance companies which
are stated at contract value. (See Note 4) The average cost method is used to
calculate gains and losses on the sale of investments.
Purchases and sales of the GM Class E common stock are recorded on a trade
date basis. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date. Participant loans are presented in the
accompanying financial statements at unpaid principal balance which approximates
fair value.
Investment Income - Income from investments is recorded as it is earned.
Benefits - Benefits are recorded when paid.
3. Plan Termination
----------------
While it has not expressed any intention to do so, the Company has the right
to terminate the Plan at any time by majority vote of its Board of Directors
subject to the provisions of ERISA.
4. Investments
-----------
The Trustees of the Plan hold the investments of the Plan in trust on behalf
of the participants. Consistent with the fiduciary standards of ERISA,
safeguards are adhered to in protecting the interests of Plan participants and
their beneficiaries.
In September 1994, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 94-4, "Reporting of Investment Contracts
Held by Health and Welfare Benefit Plans and Defined Contribution Pension
Plans," which provides guidance on how those plans should report investment
contracts issued by insurance companies, banks, thrift institutions and others.
This SOP is effective for the December 31, 1995 financial statements. In
accordance with SOP 94-4, funds with insurance companies at December 31, 1995
are recorded at contract value (which approximates fair value at December 31,
1995) as reported to the Plan by the insurance companies. Funds with insurance
companies at December 31, 1994 are recorded at contract value as reported to the
Plan by the insurance companies. Contract value represents contributions made
under the contract, plus earnings on the underlying investments, less Plan
withdrawals.
The Plan also invests in structured investment contracts. Under these
arrangements, the Plan enters into a wrap agreement with a financial institution
at a stated yield on fixed income securities purchased by the Plan. The wrap
agreements are stated at fair value based on fluctuations in the fair value of
the underlying fixed income securities.
The average yield for all investment contracts in the aggregate was 6.59% and
6.54% in 1995 and 1994, respectively. The crediting interest rate ranged from
5.50% to 8.60% in 1995 and 4.66% to 9.45% in 1994.
The following table presents the fair value/contract value of the Plan's
investments at December 31, 1995 and 1994. Investments that represent five
percent (5.00%) or more of the Plan's net assets are separately identified.
-8-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
<TABLE>
<CAPTION>
1995 1994
--------------------------------------- ---------------------------------------
Number of Fair value/ Number Fair value/
shares or contract of shares contract
units value or units value
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Income Fund* -- $ 212,107,338 -- $200,430,721
Executive Life Fund -- 9,639,617 -- 9,639,617
GM Class E Stock Fund (cost of
$204,271,128 in 1995
and $146,435,039 in 1994)* 7,102,264 369,323,652 6,085,363 235,048,771
Vanguard Wellington (cost of
$218,913,526 in 1995 and
$179,545,217 in 1994)* 11,009,088 268,949,863 9,422,570 182,701,125
Vanguard U.S. (cost of
$64,687,595 in 1995 and
$33,907,306 in 1994)* 3,874,189 78,837,077 2,288,766 35,086,396
Vanguard International (cost of
$60,321,752 in 1995 and
$53,273,034 in 1994)* 4,575,645 68,723,890 4,192,061 56,298,491
Vanguard Quantitative (cost of
$57,824,780 in 1995 and
$37,322,130 in 1994)* 3,338,663 66,606,017 2,280,702 35,487,178
Vanguard Explorer Fund (cost of
$9,136,925 in 1995) 182,492 9,115,455 -- --
Vanguard Bond Index Fund (cost of
$2,038,782 in 1995) 205,977 2,088,611 -- --
Vanguard Money Market 44,487,074 44,487,074 43,400,377 43,400,377
MCorp Stock Fund (cost of
$705,054 in 1994) -- -- 7,802 3,984
Loan Fund (14,450 and 13,137 loans in
1995 and 1994, respectively, loans
outstanding from $24 to $44,907
and $1 to $47,554 in 1995 and 1994,
respectively, with interest rates from
6.0% to 11.5% in 1995 and 1994) -- 50,487,025 -- 42,197,276
-------------- ------------
$1,180,365,619 $840,293,936
============== ============
</TABLE>
* Represents 5% or more of Plan assets.
On April 1, 1991, the Plan received $1.8 million for interest accrued from
inception to March 31, 1991 on the group annuity contract with Executive Life
Insurance Company (Executive Life). On April 11, 1991, the California State
Board of Insurance placed Executive Life into conservatorship due to Executive
Life's financial condition. Accordingly, the balances in the Executive Life
Fund as of December 31, 1995 and 1994, do not include accrued interest since the
month Executive Life was placed into conservatorship. The California Superior
Court approved the purchase of Executive Life by a French investment group
headed by Altus Finance and Mutuelle Assurance des Artisanale de France. The
new company is called Aurora National Life Assurance Company. The
recoverability of this investment will depend on the outcome of pending
litigation, the priority in which claims and benefits are paid, and any recovery
available through the various State Guaranty Funds. While a loss from this
investment is possible, the amount of such loss cannot be reasonably estimated
and, accordingly, no provision for loss has been recorded as of December 31,
1995 or 1994.
-9-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
To hedge against adverse foreign currency movements, the Vanguard
International Growth Portfolio may enter into contracts for the purchase or sale
of a specific foreign currency at a fixed price at a future date. The forward
foreign currency rate of the underlying currency and any gains and losses are
recorded for financial statement purposes at fair value and as unrealized until
the contract settlement date, at which point they are realized. To hedge against
anticipated future changes in interest or security prices, the Vanguard
Quantitative Portfolios may utilize futures contracts to a limited extent. The
Fund receives from or pays to brokers amounts equal to the daily fluctuations in
the values of the contracts. These receipts and payments are recorded as
unrealized gains and losses until the contract settlement dates, at which point
they are realized. The underlying risk to participants is proportional to each
participant's number of shares relative to the total number of shares issued by
each mutual fund.
5. Related Party Transactions
--------------------------
As stated previously, the GM Class E Stock Fund consists of GM Class E
common stock and a small amount of cash invested in a money market account.
Additionally, all Vanguard funds consist of investments in various Vanguard
managed mutual funds.
6. Income Tax Status
-----------------
The Internal Revenue Service has determined and informed the Company by a
letter dated February 13, 1986, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code of 1986 (Code).
The Plan was amended and restated since receiving the determination letter. The
Plan filed for a new determination letter on November 30, 1994 and received a
favorable determination letter dated July 18, 1995. Therefore, no provision for
income taxes has been included in the accompanying financial statements. The
Plan Administrator believes that the Plan is being operated in compliance with
the applicable requirements of the Internal Revenue Code.
7. Subsequent Event
----------------
On June 7, 1996, GM effected a split-off (the "Split-Off") of the Company.
As a result of the Split-Off, (i) the Company became an independent, publicly
held company with approximately 485 million shares of Common Stock outstanding
and listed for trading on the NYSE and the London Stock Exchange and (ii) each
outstanding share of Class E common stock of GM was converted into one share of
Common Stock of the Company. The plan was amended to allow investments in the
EDS Stock Fund.
-10-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
8. Allocation of Changes in Plan Assets and Liabilities to Investment
------------------------------------------------------------------
Programs
--------
The following table presents the allocation of changes in net assets
available for benefits to investment programs for the year ended
December 31, 1995:
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard U.S. International
Income Executive GM Class E Wellington Growth Growth Portfolio
Fund Life Fund Stock Fund Fund Portfolio Fund Fund
---------- ----------- ------------- ------------ ----------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
in fair value
of investments $ -- $ -- $ 91,511,885 $ 50,325,130 $14,758,792 $ 6,861,986
Interest 13,587,807 -- -- -- -- --
Dividends -- -- 3,474,780 12,903,831 3,160,628 1,804,840
------------ ---------- ------------ ------------ ----------- ------------
Total 13,587,807 -- 94,986,665 63,228,961 17,919,420 8,666,826
Employee contributions 26,293,999 -- 32,339,022 35,620,964 17,908,625 17,544,236
Net assets transferred
from other plans 1,530 -- -- -- -- --
------------ ---------- ------------ ------------ ----------- ------------
Total additions 39,883,336 -- 127,325,687 98,849,925 35,828,045 26,211,062
Deductions from net
assets attributed to
withdrawals (7,480,394) -- (8,253,271) (8,296,763) (2,978,555) (3,047,708)
Interfund transfers (20,726,325) -- 15,202,465 (4,304,424) 10,901,191 (10,737,955)
------------ ---------- ------------ ------------ ----------- ------------
Net increase 11,676,617 -- 134,274,881 86,248,738 43,750,681 12,425,399
Net assets available for
benefits at:
Beginning of year 200,430,721 9,639,617 235,048,771 182,701,125 35,086,396 56,298,491
------------ ---------- ------------ ------------ ----------- ------------
End of year $212,107,338 $9,639,617 $369,323,652 $268,949,863 $78,837,077 $68,723,890
============ ========== ============ ============ =========== ============
</TABLE>
-11-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
<TABLE>
<CAPTION>
Vanguard Vanguard Vanguard Money
Quantitive Vanguard Bond Market Reserves- MCorp
Portfolios Fund Explorer Fund Index Fund Prime Portfolio Fund Stock Fund Loan Fund Total
--------------- ------------- ---------- -------------------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
in fair value of
investments $11,394,963 $ 40,749 $ 48,263 $ -- $ 123 $ -- $ 174,941,891
Interest -- -- -- 2,535,632 -- 3,373,733 19,497,172
Dividends 3,584,163 668,402 40,864 -- -- -- 25,637,508
----------- ---------- ---------- ----------- ------- ----------- --------------
Total 14,979,126 709,151 89,127 2,535,632 123 3,373,733 220,076,571
Employee contributions 13,807,791 1,626,397 291,964 8,036,321 -- -- 153,469,319
Net assets transferred
from other plans -- -- -- 3,805,612 -- 137,967 3,945,109
----------- ---------- ---------- ----------- ------- ----------- --------------
Total additions 28,786,917 2,335,548 381,091 14,377,565 123 3,511,700 377,490,999
Deductions from net
assets attributed to
withdrawals (2,381,391) (131,964) (4,056) (3,544,238) (1,218) (1,299,758) (37,419,316)
Interfund transfers 4,713,313 6,911,871 1,711,576 (9,746,630) (2,889) 6,077,807 --
----------- ---------- ---------- ----------- ------- ----------- --------------
Net increase
(decrease) 31,118,839 9,115,455 2,088,611 1,086,697 (3,984) 8,289,749 340,071,683
Net assets available for
benefits at:
Beginning of year 35,487,178 -- -- 43,400,377 3,984 42,197,276 840,293,936
----------- ---------- ---------- ----------- ------- ----------- --------------
End of year $66,606,017 $9,115,455 $2,088,611 $44,487,074 $ -- $50,487,025 $1,180,365,619
=========== ========== ========== =========== ======= =========== ==============
</TABLE>
-12-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
8. Allocation of Changes in Plan Assets and Liabilities to Investment
Programs (concluded)
The following table presents the allocation of changes in net assets
available for benefits to investment programs for the year ended December 31,
1994:
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard U.S. International
Executive GM Class E Wellington Growth Growth
Income Fund Life Fund Stock Fund Fund Portfolio Fund Portfolio Fund
--------------- ------------- --------------- -------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation) in fair
value of investments $ -- $ -- $ 55,220,915 $ (9,047,592) $ 728,713 $ (997,875)
Interest 12,344,192 -- -- -- -- --
Dividends -- -- 2,877,575 8,034,944 400,242 733,618
------------ ---------- ------------ ------------ ----------- -----------
Total 12,344,192 -- 58,098,490 (1,012,648) 1,128,955 (264,257)
Employee contributions 24,501,497 -- 23,255,597 31,187,647 9,499,321 15,068,636
Net assets transferred
from other plans 4,388 -- 9,015 6,731 1,461 1,461
------------ ---------- ------------ ------------ ----------- -----------
Total additions 36,850,077 -- 81,363,102 30,181,730 10,629,737 14,805,840
Deductions from net
assets attributed to
withdrawals (10,359,148) -- (7,739,365) (7,944,903) (1,730,614) (2,512,413)
Interfund transfers (3,349,543) -- (14,968,582) (6,778,895) 2,989,140 10,537,474
------------ ---------- ------------ ------------ ----------- -----------
Net increase 23,141,386 -- 58,655,155 15,457,932 11,888,263 22,830,901
Net assets available for
benefits at:
Beginning of year 177,289,335 9,639,617 176,393,616 167,243,193 23,198,133 33,467,590
------------ ---------- ------------ ------------ ----------- -----------
End of year $200,430,721 $9,639,617 $235,048,771 $182,701,125 $35,086,396 $56,298,491
============ ========== ============ ============ =========== ===========
</TABLE>
-13-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
<TABLE>
<CAPTION>
Vanguard Money
Vanguard Market Reserves-
Quantitive Prime MCorp
Portfolios Fund Portfolio Fund Stock Fund Loan Fund Total
---------------- ----------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation) in fair
value of investments ($1,753,125) $ -- $ 84 $ -- $ 44,151,120
Interest -- 831,192 -- 2,456,872 15,632,256
Dividends 1,563,946 -- -- -- 13,610,325
------------ ----------- ------ ----------- ------------
Total (189,179) 831,192 84 2,456,872 73,393,701
Employee contributions 10,169,218 4,143,093 -- -- 117,825,009
Net assets transferred
from other plans -- 21,656,233 -- 1,300,193 22,979,482
------------ ----------- ------ ----------- ------------
Total additions 9,980,039 26,630,518 84 3,757,065 214,198,192
Deductions from net
assets attributed to
withdrawals (1,781,718) (3,040,480) (167) (1,331,639) (36,440,447)
Interfund transfers (279,006) 7,441,053 -- 4,408,359 --
------------ ----------- ------ ----------- ------------
Net increase
(decrease) 7,919,315 31,031,091 (83) 6,833,785 177,757,745
Net assets available for
benefits at:
Beginning of year 27,567,863 12,369,286 4,067 35,363,491 662,536,191
------------ ----------- ------ ----------- ------------
End of year $ 35,487,178 $43,400,377 $3,984 $42,197,276 $840,293,936
============ =========== ====== =========== ============
</TABLE>
-14-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1995
Description of Investment
-------------------------
<TABLE>
<CAPTION>
Number of
Identity of Party Maturity Date Rate of Interest Shares or Units Cost Current Value
- --------------------------- ------------- ---------------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Income Fund:
Synthetic investment
contracts:
Bankers Trust
#93-621 (1) - 5.50% -- $28,898,253 $29,339,127
#94-791 (1) - 7.84% -- 16,154,558 17,207,948
Rabobank - 6.14% -- 15,246,278 15,608,529
State Street Bank - 5.60% -- 10,013,663 10,072,594
Union Bank of
Switzerland
#2081 - 6.65% -- 27,258,821 28,622,499
#2107 - 6.58% -- 15,660,065 16,290,558
Wrap agreements Various 234,156 (3,675,461)
Other investment
contracts:
Canada Life 12/31/96 7.32% -- 11,800,631 11,800,631
Continental Nat'l.
Assurance Company
#12817-6 3/31/97 5.60% -- 6,595,419 6,595,419
#12817-016 12/15/97 6.65% -- 12,237,766 12,237,766
Hartford Life Ins. Co. 6/30/96 8.60% -- 9,249,031 9,249,031
John Hancock Mutual
Life Insurance Co. 6/30/99 6.98% -- 16,537,874 16,537,874
Principal Financial
Group
#4-5639-1 12/15/97 6.50% -- 9,137,899 9,137,899
#4-5639-2 9/15/96 6.25% -- 6,027,111 6,027,111
Prudential Asset Mgmt.
Grp.
#7347-211 5/15/96 6.53% -- 5,665,529 5,665,529
#7347-212 9/15/97 5.52% -- 8,931,970 8,931,970
Vanguard Money Market
Reserves - Prime
Portfolio (no - -- -- 12,458,314 12,458,314
guaranteed rate)(2) ------------ ------------
Total Income Fund $212,107,338 $212,107,338
</TABLE>
(1) The interest rate will be adjusted quarterly.
(2) The interest rate was 5.46% at December 31, 1995.
See accompanying independent auditors' report.
-15-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Description of Investment
-------------------------
<TABLE>
<CAPTION>
Rate of Number of
Identity of Party Maturity Date Interest Shares or Units Cost Current
- --------------------------- -------------- ----------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Executive Life Fund (see
Note 4) -- -- -- $ 9,639,617 $ 9,639,617
GM Class E Stock Fund (3) -- -- 7,102,264 204,271,128 369,323,652
Vanguard Wellington Fund (3) -- -- 11,009,088 218,913,526 268,949,863
Vanguard U.S. Growth
Portfolio (3) -- -- 3,874,189 64,687,595 78,837,077
Vanguard International
Growth Portfolio (3) -- -- 4,575,645 60,321,752 68,723,890
Vanguard Quantitive
Portfolios (3) -- -- 3,338,663 57,824,780 66,606,017
Vanguard Explorer Fund (3) -- -- 182,492 9,136,925 9,115,455
Vanguard Bond Index Fund (3) -- -- 205,977 2,038,782 2,088,611
Vanguard Money Market
Reserves - Prime
Portfolio (3) -- -- 44,487,074 44,487,074 44,487,074
Loan Fund -- 6.0% to 11.5% -- 50,487,025 50,487,025
------------ --------------
Total Assets Held for $933,915,542 $1,180,365,619
Investment Purposes ============ ==============
</TABLE>
(3) Parties In Interest
See accompanying independent auditors' report.
-16-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Line 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Identity of
Party Number of Purchase Lease
Involved Description of Asset Transactions Price Selling Price Rental
- --------------- -------------------------------- ---------------- ------------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
EDS Company Stock Fund:
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) 252 $209,717,475 $ -- $ --
GM Class E Stock Fund
(General Motors Corp. Class E
Common Stock) 252 -- 166,635,528 --
Various Fixed Principal Investment Fund:
Income Fund 255 63,118,101 -- --
Income Fund 252 -- 51,195,380 --
Mutual Funds:
Vanguard Vanguard Wellington Fund
(Stock and Bond Fund) 252 73,080,141 -- --
Vanguard Wellington Fund
(Stock and Bond Fund) 252 -- 37,084,736 --
Vanguard Vanguard Money Market
Reserves-
Prime Portfolio 255 141,596,755 -- --
(Money Market Fund)
Vanguard Money Market
Reserves-
Prime Portfolio 252 -- 142,205,933 --
(Money Market Fund)
Vanguard Vanguard U.S. Growth
Portfolio (Stock Fund) 252 45,344,865 -- --
Vanguard U.S. Growth
Portfolio (Stock Fund) 252 -- 16,348,725 --
Vanguard Vanguard International Growth
Portfolio (Stock Fund) 252 36,637,533 -- --
Vanguard International Growth
Portfolio (Stock Fund) 252 -- 31,067,873 --
</TABLE>
See accompanying independent auditors' report.
-17-
<PAGE>
EDS DEFERRED COMPENSATION PLAN
<TABLE>
<CAPTION>
Expense Current Value
Incurred of Asset on Net Gain
Identity of Party with Cost of Transaction or
Involved Description of Asset Transaction Asset Date (Loss)
- --------------- -------------------------------- ---------------- -------------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
EDS Company Stock Fund:
GM Class E Stock Fund
(GM Class E Common Stock) $-- $209,717,475 $209,717,475 $ --
GM Class E Stock Fund
(GM Class E Common Stock) -- 151,554,468 166,635,528 15,081,060
Various Fixed Principal Investment Fund:
Income Fund -- 63,118,101 63,118,101 --
Income Fund -- 51,195,380 51,195,380 --
Mutual Funds:
Vanguard Vanguard Wellington Fund
(Stock and Bond Fund) -- 73,080,141 73,080,141 --
Vanguard Wellington Fund -- 33,639,671 37,084,736 3,445,065
(Stock and Bond Fund)
Vanguard Vanguard Money Market Reserves-
Prime Portfolio -- 141,596,755 141,596,755 --
(Money Market Fund)
Vanguard Money Market Reserves-
Prime Portfolio -- 142,205,933 142,205,933 --
(Money Market Fund)
Vanguard Vanguard U.S. Growth
Portfolio (Stock Fund) -- 45,344,865 45,344,865 --
Vanguard U.S. Growth
Portfolio (Stock Fund) -- 14,562,607 16,348,725 1,786,118
Vanguard Vanguard International Growth
Portfolio (Stock Fund) -- 36,637,533 36,637,533 --
Vanguard International Growth
Portfolio (Stock Fund) -- 29,583,979 31,067,873 1,483,894
</TABLE>
See accompanying independent auditors' report.
-18-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
To the Trustees
EDS Deferred Compensation Plan:
We consent to incorporation by reference in the Registration Statement (Nos. 33-
64681 and 33-36443) on Form S-8 of Electronic Data Systems Corporation of our
report dated May 31, 1996, except for note 7 which is as of June 7, 1996
relating to the statements of net assets available for benefits of the EDS
Deferred Compensation Plan as of December 31, 1995 and 1994, and the related
statements of changes in net assets available for benefits for the years then
ended, and the related supplemental schedules, which report appears in the
December 31, 1995 annual report on Form 11-K of the EDS Deferred Compensation
Plan.
KPMG Peat Marwick LLP
Dallas, Texas
June 27, 1996
-19-
