ELECTRONIC DATA SYSTEMS CORP /DE/
11-K, 1997-06-30
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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<PAGE>
 
                      ELECTRONIC DATA SYSTEMS CORPORATION

                         EDS PUERTO RICO SAVINGS PLAN




                                   FORM 11-K
                                 ANNUAL REPORT
                     FOR THE YEAR ENDED DECEMBER 31, 1996


                        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, 1996
                          -----------------

                  OR

    TRANSITION REPORT PUSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
- ---
    1934

For the transition period from                          to
                               ------------------------    ---------------------

Commission file number 1-11779
                       -------

                         EDS PUERTO RICO SAVINGS PLAN
                         ----------------------------
                           (Full title of the plan)

                      Electronic Data Systems Corporation
                               5400 Legacy Drive
                            Plano, Texas 75024-3105
              ---------------------------------------------------
              (Name of issuer of the securites held pursuant to 
                  the plan and the address of its principal 
                              executive offices)

Registrant's telephone number, including area code (972) 604-6000

        Notices and communications from the Securites
        and Exchange Commission relative to this report
        should be forwarded to:

                                        H. Paulett Eberhart
                                        Controller
                                        Electronic Data Systems Corporation
                                        5400 Legacy Drive
                                        Plano, Texas 75024-3105


<PAGE>
 
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a)  FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES                    Page No.
     -----------------------------------------------                    --------

     EDS Puerto Rico Savings Plan:
        Independent Auditors' Report........................................   3
        Basic Financial Statements:
           Statements of Net Assets Available for Benefits,
              December 31, 1996 and 1995....................................   4
           Statements of Changes in Net Assets Available for
              Benefits for the Years Ended December 31,
              1996 and 1995.................................................   5
           Notes to Financial Statements, December 31,
              1996 and 1995.................................................   6
       Supplemental schedules:
           Line 27 (a) Schedule of Assets Held for
              Investment Purposes, December 31, 1996........................  14
           Line 27 (d) Schedule of Reportable Transactions
              for the Year Ended December 31, 1996..........................  15

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............................  16

                                   SIGNATURE

     The Plan.  Pursuant to the requirements of the Securities Exchange Act of 
1934, the Trustees of the EDS Puerto Rico Savings Plan have duly caused this 
annual report to be signed on its behalf  by the undersigned hereunto duly 
authorized.

                                        EDS PUERTO RICO SAVINGS PLAN
                                        ----------------------------
                                               (Name of plan)

                                        EDS International Corporation
                                        Plan Administrator

Date   June 30, 1997                    By

                                        s/ Lester M. Alberthal, Jr.
                                        ----------------------------
                                        (Lester M. Alberthal, Jr.,
                                        Chairman of the Board
                                        and Chief Executive Officer)

                                       2

<PAGE>
 
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------
                                        

The Trustees
EDS Puerto Rico Savings Plan:


We have audited the accompanying statements of net assets available for benefits
of the EDS Puerto Rico Savings Plan as of December 31, 1996 and 1995, 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 Puerto
Rico Savings Plan as of December 31, 1996 and 1995, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.

Our audits were performed 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 30, 1997

                                       3
<PAGE>
 
                         EDS PUERTO RICO SAVINGS PLAN
                Statements of Net assets Available for Benefits
                          December 31, 1996 and 1995
<TABLE>
<CAPTION>
 
 
Assets:                                           1996      1995
                                                --------  --------
<S>                                             <C>       <C>
Investments (note 4:)
  Income Fund, primarily at contract value                         
    (cost, 1996 - $4,698                                           
           1995 - $4,355)                       $  4,698  $  4,355 
  EDS Stock Fund, at fair value                                    
    (cost, 1996 - $23,339                                         
           1995 - $15,272)                        22,259    18,923 
  Vanguard Wellington Fund, at fair value                          
    (cost, 1996 - $31,080 
           1995 - $28,223)                        38,217    33,676 
  Vanguard U.S. Growth Portfolio, at fair value                    
    (cost, 1996 - $17,614 
           1995 - $10,942)                        21,913    13,325 
  Vanguard International Growth Portfolio,                         
    at fair value
    (cost, 1996 - $13,436
           1995 - $13,740)                        15,272    14,819 
  Vanguard Quantitative Portfolios, 
    at fair value                                                  
    (cost, 1996 - $12,325
           1995 - $9,274)                         15,248    10,885 
  Vanguard Money Market Reserves - 
    Prime Portfolio, at fair value                                 
    (cost, 1996 - $361,750
           1995 - $350,714)                      361,750   350,714 
  Vanguard Bond Index Fund, at fair value                          
    (cost, 1996 - $2,051
           1995 - $1,668)                          2,062     1,728 
  Vanguard Explorer, at fair value         
    (cost, 1996 - $48                                 48        --
           1995 - $--)
  Loan Fund, at unpaid principal balance,       
    which approximates fair value                  8,320     4,458
                                                --------  -------- 
 
    Total Assets                                 489,787   452,883
 
Refunds Payable (note 2)                          30,996    20,417
                                                --------  --------
    Net assets available for benefits            458,791  $432,466
                                                ========  ========
 
</TABLE>



See accompanying Notes to Financial Statements.

                                       4
<PAGE>
 
                          EDS PUERTO RICO SAVINGS PLAN
           Statements of Changes in Net Assets Available for Benefits
                 For the Years Ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
 
                                                  1996      1995
                                                --------  --------
<S>                                             <C>       <C>
Additions to net assets attributed to:          
  Investment income:         
    Net appreciation in fair
      value of investments (note 4)             $  2,417  $ 16,394 
    Interest                                      18,435    18,694
    Dividends                                      6,949     3,335
                                                --------  --------
      Total investment income                     27,801    38,423
  Contributions                                   34,374    52,514
  Roll-overs from other plans                         --        51
                                                --------  --------
      Total additions                             62,175    90,988
Deductions from net assets attributed           
  to withdrawals                                 (35,850)   (3,400)
                                                --------  -------- 
      Net increase                                26,325    87,588
Net assets available for benefits at:
  Beginning of year                              432,466   344,878
                                                --------  --------
  End of year                                   $458,791  $432,466
                                                ========  ========
</TABLE>



See accompanying Notes to Financial Statements.

                                       5
<PAGE>
 
                          EDS PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements
                           December 31, 1996 and 1995

1.   Description of Plan
     -------------------

     The EDS Puerto Rico Savings Plan (the Plan) became effective July 16, 1993,
with employees admitted to the Plan on this date. As used herein, the terms
"EDS", "the Company", and "Employer" refer to EDS International Corporation (a
wholly owned subsidiary of Electronic Data Systems Corporation). On June 7,
1996, General Motors Corporation (GM) effected a split-off (the "Split-off") of
the Company. As a result of the Split-off, (i) Electronic Data Systems
Corporation became an independent, publicly held company and (ii) each
outstanding share of GM Class E common stock was converted into one share of
common stock of Electronic Data Systems Corporation. The Plan was amended to
reflect the changes in EDS' ownership and the conversion of its stock. The
following description of the Plan reflects all Plan amendments as of December
31, 1996 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 qualified profit sharing plan with provisions
pursuant to Section 165 of the Puerto Rico Income Tax Act of 1954, as amended
(ITA), covering eligible employees of the Company.  An employee becomes eligible
to participate in the Plan upon the completion of at least one hour of service
with the Employer.

     The Vanguard Fiduciary Trust Company (Vanguard) is the asset custodian and
record-keeper for the Plan.  Banco Santander is the trustee of the Plan.  The
Plan's investment activities are managed by the Vanguard Group of Investment
Companies.  The Plan's Investment Committee has responsibility for selecting the
investment funds for employee directed investments.

     The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended and the Internal Revenue Code, as
amended. The Plan was created to provide additional incentive and retirement
security for eligible employees. The Plan has nine investment funds: the Income
Fund, which is a fixed income fund; the EDS Stock Fund, which consists of EDS
common stock and an immaterial 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;
Vanguard International Growth Portfolio (Vanguard International), a growth stock
mutual fund investing in foreign companies; the Vanguard Explorer Fund (Vanguard
Explorer), an aggressive growth stock fund; and the Vanguard Bond Index Fund,
which is an intermediate term bond fund.

     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.

     Contributions - Each year, contributions to the Plan are made on a pre-tax
basis.  Participants may elect to defer between one percent and ten percent of
their total compensation subject to: (1) a maximum annual contribution of
$7,000, (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.

     A participant may elect, up to four times annually, to change his/her
designated percentage of compensation deferred.

     Withdrawals -  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.  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 request 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.

                                       6
<PAGE>
 
                         EDS PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements


     The participant determines 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.

     Payment 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, EDS 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 trustee  to make a loan to the participant.  The amount of any
such loan is limited to fifty percent (50%) of the amount of accumulated
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 Puerto Rico Department
of the Treasury as income for that calendar year.  The Plan allows only one
outstanding loan at any time.  At December 31, 1996 and 1995, the interest rate
on new loans was eight and three-fourths percent (8.75%).


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.  Purchases and sales of the EDS
common stock are recorded on a trade date basis.  Investments in the Income Fund
are valued at contract value which approximates fair value and represents
contributions made plus interest at the contract rate.  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.

     Contribution Refunds - Refunds of excess participant contributions to be
made subsequent to December 31, 1996 under section 415 of the Internal Revenue
Code of 1986 (Code) are recorded on an accrual basis. At December 31, 1996,
refunds due to participants were allocated as follows: $194 - Income Fund; $387
- -EDS Stock Fund; $758 -Vanguard Wellington Fund; $3,399 - Vanguard U.S. Growth
Portfolio Fund; $2,130 - Vanguard International Growth Portfolio Fund; $1,034 -
Vanguard Quantitative Portfolios Fund; $23,062 - Vanguard Money Market Reserves
- - Prime Portfolio Fund; and $32 - Vanguard Total Bond Market Portfolio Fund.  At
December 31, 1995, refunds due to participants were allocated as follows:  $83 -
Income Fund; $95 - Vanguard Wellington Fund; $1,509 - Vanguard U.S. Growth
Portfolio Fund; $1,334 - Vanguard International Growth Portfolio Fund; $49 -
Vanguard Quantitative Portfolio Fund; and $17,347 - Vanguard Money Market
Reserves - Prime Portfolio Fund.

     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 PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements


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 trustee 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.

     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 following table presents the fair value/contract value of the Plan's
investments at December 31, 1996 and 1995.  Investments that represent five
percent (5.00%) or more of the Plan's net assets are separately identified.

<TABLE>
<CAPTION>
 
                                                                1996                                            1995
                                                -----------------------------------                -------------------------------
                                                  Number                Fair value/                  Number            Fair value/
                                                of shares                contract                  of shares            contract
                                                 or units                 value                     or units             value
                                                ---------               -----------                ---------           -----------
<S>                                             <C>                      <C>                       <C>                  <C>
Income Fund                                       4,698                  $  4,698                    4,355              $  4,355
EDS Stock Fund (cost of                         
 $23,339 in 1996 and
 $15,272 in 1995)                                 1,205                    22,259                      853                18,923 
Vanguard Wellington (cost of                    
 $31,080 in 1996 and
 $28,223 in 1995)*                                1,461                    38,217                    1,378                33,676 
Vanguard U.S. (cost of                          
 $17,614 in 1996 and
 $10,942 in 1995)                                   923                    21,913                      655                13,325 
Vanguard International (cost                    
 of $13,436 in 1996 and
 $13,740 in 1995)                                   928                    15,272                      987                14,819 
Vanguard Quantitative (cost                     
 of $12,325 in 1996 and
 $9,274 in 1995)                                    686                    15,248                      546                10,885 
Vanguard Money Market*                          361,750                   361,750                  350,714               350,714 
Vanguard Bond Index Fund                        
 (cost of $2,051 in 1996                            210                     2,062                      170                 1,728 
 and $1,668 in 1995)
Vanguard Explorer (cost of                      
 $48 in 1996 and        
 $-- in 1995)                                         1                        48                       --                    -- 
Loan Fund (4 and 2 loans in 1996 and 1995,
 respectively, loans outstanding from $595 
 to $5,914 and $900 to $2,038 in 1996 and 
 1995, respectively, with interest rates 
 from 6% to 8.75% in 1996 and 1995)                  --                     8,320                       --                 4,458
                                                                         --------                                       --------
                                                                         $489,787                                       $452,883
                                                                         ========                                       ========
</TABLE>

* Represents 5% or more of Plan assets.

                                       8
<PAGE>
 
                         EDS PUERTO RICO SAVINGS 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 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 in note 1, the EDS Stock Fund consists of EDS common stock and an
immaterial amount of cash invested in a money market account. Additionally, the
Vanguard Investment Fund consists of investments in various Vanguard managed
mutual funds.

6.   Income Tax Status
     -----------------

     The Puerto Rico Department of the Treasury has determined and informed the
Company by a letter dated October 6, 1993 that the Plan and related trust are
designed in accordance with applicable sections of the ITA. The Plan
Administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the Internal Revenue Code.

                                       9
<PAGE>
                         EDS PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements
 
7.   Allocation of Changes in Net Assets Available for Benefits 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,
1996:


<TABLE>
<CAPTION>
                                                                                                     Vanguard
                                                                      Vanguard       Vanguard      International      Vanguard
                                               Income       EDS      Wellington    U.S. Growth        Growth        Quantitative
                                                Fund    Stock Fund      Fund      Portfolio Fund  Portfolio Fund   Portfolios Fund
                                               ------   ----------   ----------   --------------  --------------   ---------------
<S>                                            <C>      <C>          <C>          <C>             <C>              <C>

Additions to net assets
     attributed to investment
     income:
     Net appreciation
     (depreciation)
       in fair value of
       investments                             $   --      $(4,631)     $ 2,363          $ 2,126         $ 1,288           $ 1,320
 
     Interest                                     268           --           --               --              --                --
     Dividends                                     --          263        2,951            1,592             649             1,372
                                               ------      -------      -------          -------         -------           -------
     Total                                        268       (4,368)       5,314            3,718           1,937             2,692
 
Employee contributions                            450        2,870        2,067              660           1,431               616
Roll-overs from other plans                        --           --           --               --              --                --
                                               ------      -------      -------          -------         -------           -------
     Total additions                              718       (1,498)       7,381            4,378           3,368             3,308
 
Deductions from net assets
     attributed to withdrawals                   (486)      (1,373)      (3,503)              --          (1,633)               --
Interfund transfers                                --        5,820           --            2,320          (2,077)               70
                                               ------      -------      -------          -------         -------           -------
     Net increase (decrease)                      232        2,949        3,878            6,698            (342)            3,378
 
Net assets available for
     benefits at:
     Beginning of year                          4,272       18,923       33,580           11,816          13,485            10,836
                                               ------      -------      -------          -------         -------           -------
     End of year                               $4,504      $21,872      $37,458          $18,514         $13,143           $14,214
                                               ======      =======      =======          =======         =======           =======
</TABLE>

                                                                       continued
                                      10
<PAGE>
                         EDS PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements

7.   Allocation of Changes in Net Assets Available for Benefits to Investment
     ------------------------------------------------------------------------
     Programs (continued)
     --------

     The following table presents the allocation of changes in net assets
available for benefits to investment programs for the year ended December 31,
1996: 

<TABLE>
<CAPTION>
                                                                          
                                                           Vanguard Money 
                                            Vanguard      Market Reserves-                      Vanguard
                                            Explorer      Prime Portfolio        Loan          Bond Index 
                                              Fund             Fund              Fund             Fund           Total 
                                          ----------      ---------------       -------        ----------       --------
<S>                                       <C>             <C>                   <C>            <C>              <C>
Additions to net assets                                                         
     attributed to                                                              
     investment income:                                                         
    Net appreciation (depreciation)                                             
       in fair value                                                            
       of investments                          $--            $     --          $    --          $  (49)        $  2,417
     Interest                                   --              17,918              249              --           18,435
     Dividends                                   2                  --               --             120            6,949
                                               ---            --------          -------          ------         --------
     Total                                       2              17,918              249              71           27,801
                                                                                                              
Employee contributions                          46              26,003               --             231           34,374
Roll-overs from other plans                     --                  --               --              --               --
                                               ---            --------          -------          ------         --------
     Total additions                            48              43,921              249             302           62,175
                                                                                                              
Deductions from net assets attributed to                                                                      
     withdrawals                                                                                              
                                                --             (27,335)          (1,520)             --          (35,850)
Interfund transfers                             --             (11,266)           5,133              --               --
                                               ---            --------          -------          ------         --------
     Net increase (decrease)                    48               5,320            3,862             302           26,325
                                                                                                              
Net assets available for                                                                                      
     benefits at:                                                                                             
     Beginning of year                          --             333,367            4,458           1,729          432,466
                                               ---            --------          -------          ------         --------
     End of year                               $48            $338,687          $ 8,320          $2,031         $458,791
                                               ===            ========          =======          ======         ========
</TABLE>

                                      11
<PAGE>
 
                         EDS PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements


7.   Allocation of Changes in Net Assets Available for Benefits to Investment
     ------------------------------------------------------------------------
     Programs (continued)
     --------

     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     International
                                                              Vanguard    U.S. Growth      Growth   
                                       Income   GM Class E   Wellington    Portfolio      Portfolio 
                                        Fund    Stock Fund      Fund          Fund          Fund    
                                       ------   ----------   ----------   -----------   -------------
<S>                                    <C>      <C>          <C>          <C>           <C>
Additions to net assets
  attributed to investment
  income:
  Net appreciation
    in fair value of
    investments                        $   --     $ 4,551      $ 6,441      $ 2,421        $   692
  Interest                                191          --           --           --             --
  Dividends                                --         158        1,615          533            390
                                       ------     -------      -------      -------        -------
  Total                                   191       4,709        8,056        2,954          1,082
                                                                                           
Employee contributions                    823       2,508        3,371        2,119          1,836
Roll-overs from other plans                --          --           --           --             --
                                       ------     -------      -------      -------        -------
  Total additions                       1,014       7,217       11,427        5,073          2,918
                                                                                           
Deductions from net assets                                                                 
  attributed to withdrawals                --        (402)          --         (407)            --
Interfund transfers                     1,528       5,037         (306)       1,581         (1,021)
                                       ------     -------      -------      -------        -------
  Net increase (decrease)               2,542      11,852       11,121        6,247          1,897
                                                                                           
Net assets available for                                                                   
  benefits at:                                                                          
  Beginning of year                     1,730       7,071       22,459        5,569         11,588
                                       ------     -------      -------      -------        -------
  End of year                          $4,272     $18,923      $33,580      $11,816        $13,485
                                       ======     =======      =======      =======        =======
 </TABLE>

                                      12 
<PAGE>
 
                         EDS PUERTO RICO SAVINGS PLAN
                         Notes to Financial Statements

7.   Allocation of Changes in Net Assets Available for Benefits to Investment
     ------------------------------------------------------------------------
     Programs (continued)
     --------

     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          Money Market                   Vanguard
                                 Quantitative          Reserves-           Loan    Bond Index
                                Portfolios Fund   Prime Portfolio Fund     Fund       Fund       Total
                                ---------------   --------------------    ------   ----------   --------
<S>                             <C>               <C>                     <C>      <C>          <C>
Additions to net assets
  attributed to
  investment income:
  Net appreciation
    in fair value
    of investments                   $ 2,228            $     --          $   --     $   61     $ 16,394
  Interest                                --              18,286             217         --       18,694
  Dividends                              592                  --              --         47        3,335
                                     -------            --------          ------     ------     --------
  Total                                2,820              18,286             217        108       38,423
                                                                                                
Employee contributions                 1,296              40,467              --         94       52,514
Roll-overs from other plans               --                  51              --         --           51
                                     -------            --------          ------     ------     --------
  Total additions                      4,116              58,804             217        202       90,988
                                                                                                
Deductions from net                                                                             
  assets attributed to                                                                          
  withdrawals                             --              (2,591)             --         --       (3,400)
Interfund transfers                       54              (7,977)           (423)     1,527           --
                                     -------            --------          ------     ------     --------
  Net increase (decrease)              4,170              48,236            (206)     1,729       87,588
                                                                                                
Net assets available for                                                                        
  benefits at:                                                                                  
  Beginning of year                    6,666             285,131           4,664         --      344,878
                                     -------            --------          ------     ------     --------
  End of year                        $10,836            $333,367          $4,458     $1,729     $432,466
                                     =======            ========          ======     ======     ========
</TABLE>





                                      13
<PAGE>
                         EDS PUERTO RICO SAVINGS PLAN 
         Line 27 (a) - Schedule of Assets Held for Investment Purposes
                               December 31, 1996


<TABLE>
<CAPTION>
                                                     Description of Investment
                                                     -------------------------
 
                                                                     Number of
                                                  Rates of            Shares                                  Current
Identity of Party                                 Interest           or Units               Cost               Value
- ----------------------------------              -----------          ---------            --------            --------
 
<S>                                             <C>                  <C>                  <C>                 <C>
Income Fund                                              --             4,698             $  4,698            $  4,698
 
EDS Stock Fund*                                          --             1,205               23,339              22,259
 
Vanguard/Wellington Fund*                                --             1,461               31,080              38,217
 
Vanguard U.S. Growth*
     Portfolio                                           --               923               17,614              21,913
 
Vanguard International*
     Growth Portfolio                                    --               928               13,436              15,272
 
Vanguard Quantitative*
     Portfolios                                          --               686               12,325              15,248
 
Vanguard Money Market*
     Reserves - Prime
     Portfolio                                           --           361,750              361,750             361,750
 
Vanguard Bond Index Fund*                                --               210                2,051               2,062
 
Vanguard Explorer Fund*                                  --                 1                   48                  48
 
Loan Fund*                                      6% to 8.75%                --                8,320               8,320
                                                                                          --------            --------
 
         Total Assets Held for Investment Purposes                                        $474,661            $489,787
                                                                                          ========            ========
</TABLE> 
 
*  Parties in interest

See accompanying independent auditors' report.

                                      14
<PAGE>
 
                         EDS PUERTO RICO SAVINGS PLAN
               Line 27 (d) - Schedule of Reportable Transactions
                     For The Year Ended December 31, 1996

<TABLE>
<CAPTION>
 
                                                                                                              Current
                                                                                        Expense              Value of
Identity of                                     Number                                 Incurred              Asset on       Net
Party                                             of       Purchase  Selling  Lease      with      Cost of  Transaction   Gain or
Involved             Description of Asset    Transactions   Price     Price   Rental  Transaction   Asset      Date        (Loss)
- -----------          --------------------    ------------  --------  -------  ------  -----------  -------  -----------   -------
 
<S>                  <C>                     <C>           <C>       <C>      <C>     <C>          <C>      <C>           <C> 
Vanguard*             Vanguard Money Market
                      Reserves -
                      Prime Portfolio             52        $72,021       --     --       --       $72,021    $72,021        --
                      (Money Market Fund)         15             --   60,986     --       --        60,986     60,986        --
</TABLE> 
 
* Parties in interest

See accompanying independent auditors' report.


                                      15

<PAGE>
 
                                                                      EXHIBIT 23

                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------


The Board of Directors
Electronic Data Systems Corporation:


We consent to incorporation by reference in the Registration Statement (No. 33-
54833) on Form S-8 of Electronic Data Systems Corporation of our report dated
May 30, 1997, relating to the statements of net assets available for benefits of
the EDS Puerto Rico Savings Plan as of December 31, 1996 and 1995, 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, 1996 annual report on Form 11-K of the EDS Puerto Rico Savings
Plan.



                                     KPMG Peat Marwick LLP


Dallas, Texas
June 30, 1997



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