ELECTRONIC DATA SYSTEMS CORP /DE/
8-K, 1997-04-25
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM 8-K

                          CURRENT REPORT

          Pursuant to Section 13 or 15(d) of the Securities
                      Exchange Act of 1934

Date of Report (Date of earliest event reported)     April 24, 1997

                 ELECTRONIC DATA SYSTEMS CORPORATION
        (Exact name of registrant as specified in its charter)

        Delaware              01-11779              75-2548221
    (State or Other         (Commission           (IRS Employer
    Jurisdiction of          File Number)       Identification No.)
     Incorporation)                                    


                          5400 Legacy Drive
                      Plano, Texas 75024-3105
              (Address of principal executive offices,
                         including zip code)



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


=====================================================================

<PAGE>

Item 5.  Other Events.

     On April 24, 1997, Electronic Data Systems Corporation, a 
Delaware corporation, issued the press release attached as Exhibit 
99(a) hereto announcing the first quarter 1997 earnings. 

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits

         Exhibit
         Number       Description of Document
          
         99(a)        Press Release of Electronic Data Systems 
                      Corporation dated April 24, 1997.


                                     2

<PAGE>

                               SIGNATURES

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


                                     ELECTRONIC DATA SYSTEMS
                                     CORPORATION


                              By:    /s/ D. Gilbert Friedlander     
                                     --------------------------
                              Name:  D. Gilbert Friedlander
                              Title: Senior Vice President


April 24, 1997


                                    3



<PAGE>

                                                      EXHIBIT 99(a)


CONTACT:    Jon Senderling - EDS
            (972)605-6790
            [email protected]


For release 3:05 p.m. CDT Thursday, April 24, 1997

EDS REVENUES INCREASE, NET INCOME DECLINES; COMPANY ESTIMATES 
1997 EPS OF $2.30 TO $2.35 

Business transformation initiative to reposition company for future
growth
- -------------------------------------------------------------------

PLANO, Texas -- EDS on April 24, 1997 reported that its operating 
revenues rose 6.7 percent in the first quarter of 1997 over year-
ago levels but that net income declined 11 percent.

The global information services company said that it registered 
operating revenues of $3.592 billion for the quarter ended March 
31, 1997, compared with $3.367 billion in the corresponding period 
last year, and recorded net income of $194.1 million, compared 
with $218.8 million in the first quarter of 1996.  The company 
also said that first-quarter earnings per share declined 11 
percent, from $0.45 cents in 1996 to $0.40 this year.

EDS reported that it signed $2.9 billion in new business in the 
first quarter.  It was the third quarter in a row in which the 
company recorded strong new contract signings.  

Despite the first-quarter earnings decline, EDS said that it 
believes it can achieve earnings for 1997 in the range of $2.30 to 
$2.35 per share, before a possible one-time charge later in the 
year.  

EDS announced it is implementing an enterprise-wide business 
transformation initiative to reduce its costs, streamline its 
organizational structure and align its strategy, services and 
delivery with market opportunities.  

EDS said the initiative, which was designed with the assistance of 
the company's management consulting subsidiary, A.T. Kearney, will 
set the stage for sustained growth going forward as well as 
enhance EDS' ability to reach its 1997 earnings target.

As a result of the transformation initiative, which is expected to 
extend into next year, the company expects to take a one-time 
charge, possibly as early as the second quarter of 1997.  EDS 
anticipates that the cash savings that result from the initiative 
in 1997 will offset amounts paid for people-related charges.

                                 -1-

<PAGE>

"Obviously, I am not pleased with our earnings performance in the 
first quarter," said Les Alberthal, EDS chairman and CEO.  
"However, we have designed an aggressive plan to improve our 
business, and we see reasons for optimism for the remainder of the 
year.

"The combination of growth in new contract signings and the 
undertaking of a major business transformation effort makes us 
confident in our ability to continue both our historically solid 
earnings performance and our position of industry leadership.  We 
are committed to taking the actions necessary to produce results 
in line with the expectations of our stakeholders while at the 
same time continuing to provide the highest possible level of 
service to our thousands of customers around the globe."

EDS also said that it had completed an extensive reassessment of 
the "Year 2000" issue -- preparing computer systems for the new 
millenium -- and confirmed that it would be a "net positive" for 
EDS.  The company said that although it does have some Year 2000 
exposure among existing clients, it believes that such exposure 
will be more than offset by new business opportunities with both 
new and existing clients.

In the first quarter, EDS won substantial new business around the 
globe.  Highlights included a 10-year agreement with the British 
Broadcasting Corporation and a four-year joint venture contract 
with the Italian Ministry of Education.  In addition, EDS won a 
major 11-year contract with the U.S. Postal Service.

The statements in this news release that are not historical facts, 
including those regarding 1997 earnings estimates, EDS' business 
transformation initiative and related savings and one-time 
charges, Year 2000 exposure and the value of new contract 
signings, are forward-looking statements within the meaning of the 
federal securities laws.  These statements are subject to numerous 
risks and uncertainties, many of which are beyond EDS' control, 
that could cause actual results to differ materially from such 
statements.  For information concerning these risks and 
uncertainties, please see EDS' filings with the Securities and 
Exchange Commission.  EDS disclaims any intention or obligation to 
update or revise any forward-looking statements, whether as a 
result of new information, future events or otherwise.

EDS is a leader in the global information services industry.  The 
company's approximately 100,000 employees specialize in applying a 
range of ideas and technologies to help business and government 
customers improve their economics, products, services and 
relationships.  EDS, which serves customers in 42 countries, 
reported revenues of $14.4 billion in 1996.  The company is 
independent and publicly owned, and its stock is traded on the New 
York Stock Exchange and the London Stock Exchange under the symbol 
EDS.  EDS can be visited via the Internet at http://www.eds.com.

                                  -2-
<PAGE>
SUMMARY OF RESULTS OF OPERATIONS
(in millions except per-share amounts)

<TABLE>
<CAPTION>
                                         First Quarter Ended
                                               March 31,
                                               -------- 
                                      1997              1996
                                     ------            ------
<S>                                <C>               <C>
Systems and Other Contracts
 Revenues <F1>                     $  3,591.6       $   3,366.9

Costs and Expenses                    3,264.3           3,008.0
                                     --------          --------

Operating Income                        327.3             358.9

Interest Expense and Other, Net          24.0              17.0
                                     --------          --------

Income Before Income Taxes              303.3             341.9

Provision for Income Taxes              109.2             123.1
                                     --------          --------

Net Income                         $    194.1        $    218.8


Earnings Per Share <F2>              $  0.40            $  0.45


Cash Dividends Per Share             $  0.15            $  0.15


<FN>
<F1>
(1)  Revenues related to General Motors Corporation and its 
affiliates amounted to $1,019.0 million and $962.2 million for
the first quarter ended March 31, 1997 and 1996, respectively.
<F2>
(2)  On June 7, 1996, GM Class E common stock was exchanged 
for EDS common stock on a one-for-one basis.  Earnings and 
cash dividends before June 7, 1996, are attributable to GM 
Class E common stock.  Amounts computed as earnings 
attributable to GM Class E common stock are not materially 
different than amounts computed as earnings per share of EDS 
common stock.
</FN>
                                  -3-
<PAGE>
</TABLE>


SUMMARY OF CONSOLIDATED BALANCE SHEETS
(in millions)

<TABLE>
<CAPTION>
                                     March 31,         Dec. 31,
ASSETS                                 1997              1996     
<S>                                <C>                <C>
Current Assets
Cash and marketable securities     $  964.7          $  962.5
Accounts receivable                 3,267.3           3,513.0
Inventories                           144.6             141.6
Prepaids and other                    294.7             391.2
                                   --------          --------

Total Current Assets                4,671.3           5,008.3

Property and Equipment, Net         3,028.0           3,097.0

Operating and Other Assets          3,138.8           3,087.6
                                   --------          --------

Total Assets                    $  10,838.1       $  11,192.9
                                   --------          --------
                                   --------          --------


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable               $     430.8        $     465.8
Accrued liabilities                1,679.4            1,843.6
Deferred revenue                     551.5              592.6
Income taxes                         121.6              127.5
Current portion of long-
  term debt                          123.5              133.3
                                  --------           --------


Total Current Liabilities          2,906.8            3,162.8

Deferred Income Taxes                517.4              429.4

Long-term Debt                     1,727.0            2,324.3

Redeemable Preferred Stock of 
  Subsidiaries and 
  Minority Interest                  792.7              493.3

Total Stockholders' Equity         4,894.2            4,783.1
                                  --------           --------

Total Liabilities
 and Stockholders' Equity      $  10,838.1        $  11,192.9
                                  --------           --------
                                  --------           --------

</TABLE>



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