ELECTRONIC DATA SYSTEMS CORP /DE/
8-K, 1997-08-08
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)     August 7, 1997



                       Electronic Data Systems Corporation
             (Exact name of registrant as specified in its charter)


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


                                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  August  7,  1997,  Electronic  Data  Systems  Corporation,  a  Delaware
corporation,  issued the press release attached as Exhibit 99(a) hereto. 

Item 7.  Financial Statements and Exhibits.  

     (c) Exhibits 

         Exhibit Number     Description of Document  

         99(a)              Press Release of Electronic Data Systems  
                            Corporation dated August 7, 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/ Joseph M. Grant
                                             ------------------------------
                                        Name:  Joseph M. Grant
                                        Title: Executive Vice President and
                                               Chief Financial Officer


August 7, 1997





                                      -3-



                                                CONTACT: Steve McGregor - EDS
                                                         (972) 605-6786
                                                         [email protected]

For release 3:05 p.m. CDT Thursday, August 7, 1997

EDS SECOND-QUARTER REVENUES UP, NET INCOME DOWN;
NEW BUSINESS SIGNINGS CONTINUE AT ROBUST PACE

Company no longer expects to achieve 1997 earnings estimates


PLANO,  Texas - EDS,  a leading  global  information  services  provider,  today
reported that its operating  revenues grew 5.3 percent in the second  quarter of
1997 while the company's net income,  excluding one-time charges,  was down from
the corresponding period in 1996.

EDS said that it recorded  operating  revenues  of $3.682  billion in the second
quarter of 1997,  compared with $3.498 billion in the corresponding  period last
year. The company recorded net income of $192.4 million in the second quarter of
1997,  prior to a one-time  charge of  approximately  $265  million.  During the
corresponding  period of 1996, EDS recorded $246.6 million in net income,  prior
to one-time  charges and split-off costs totaling $895.5 million.  Including the
one-time charges,  EDS reported net income of $22.9 million, or $0.05 per share,
in the second  quarter of 1997 as compared to a net loss of $326.5  million,  or
$0.67 per share,  in the second  quarter of 1996. The one-time  charges  reduced
earnings per share by $0.35 and $1.18 for the second  quarters of 1997 and 1996,
respectively.

The charge in the second quarter of 1997 includes approximately $110 million for
people-related   costs  associated  with  EDS'  previously   announced  business
transformation  initiative,  as  well  as  approximately  $155  million  for the
write-down of certain assets in connection with the  transformation  initiative,
the exiting of certain lines of business and other  write-downs  associated with
uncertainty   regarding   the   recoverability   of  certain  of  the  company's
investments.

<PAGE>



EDS SECOND QUARTER EARNINGS
- --------------------------------------------------------------------------------

The company said that second-quarter net income on a per-share basis declined 24
percent,  from  $0.51  to  $0.39,  excluding  one-time  charges.  Second-quarter
earnings  were  negatively  impacted  by  unanticipated   adjustments   totaling
approximately  $80 million  ($0.11 per share) for a limited  number of contracts
that have not performed as expected or, in some instances, have been terminated.
However,  the quarterly  results were positively  impacted by the recognition of
approximately  $90 million of additional  revenue  resulting  from  productivity
improvements    made    on    certain    contracts    accounted    for    on   a
percentage-of-completion basis.

EDS said that its new-contract signings continued to surge, with $3.3 billion in
new business  booked in the three months ended June 30, 1997.  It was the fourth
straight  quarter  of strong  new-contract  signings,  with $12  billion  of new
business recorded during that 12-month period.

During  the  quarter,  EDS  continued  to  implement  the  first  phase  of  its
enterprise-wide  business  transformation  initiative,  eliminating  a number of
positions and consolidating or streamlining  various business and service units.
The  initiative,  which will extend into next year, is proceeding as planned and
is expected to produce  savings this year in excess of $250  million,  with $500
million to $700 million targeted annually thereafter, the company said. To date,
nearly  8,500  positions  have  been   identified  for  elimination   under  the
initiative,  resulting in approximately  3,000 employees who have either left or
will leave the company.

While the initial phase of the business transformation initiative has focused on
cost-cutting,  the second and more  significant  phase,  which is now under way,
seeks to reengineer and improve EDS' fundamental  business processes,  including
the company's support  infrastructure,  its strategic  business planning and the
way it markets, sells and delivers its services.

Despite  the  expected   savings  from   business   transformation   and  strong
new-business signings, the company said that it no longer expects to achieve its
earlier  earnings  estimate  for 1997 of $2.30 to $2.35  per  share  before  any
charge.  Due to an  expected  erosion  of  anticipated  revenues  and  earnings,
principally from a small number of other contracts booked prior to 1996, EDS now
anticipates  1997  earnings in the range of $1.90 to $2.00 per share  before any
charge.  The company's actual results will depend upon, among other things,  the
performance of these contracts, EDS' ability to implement additional savings for
the year as planned, and new-contract signings.



                                      -2-


<PAGE>


EDS SECOND QUARTER EARNINGS
- --------------------------------------------------------------------------------


"Our  results  for the  quarter  and  expectations  for the  year  are not  only
disappointing but unacceptable," said Les Alberthal, chairman and CEO. "Clearly,
we have  work to do,  which  is one  reason  we  undertook  the  most  intensive
examination and redesign of our business in EDS' history earlier this year."

He continued, "The progress we've made reshaping our cost structure in the first
phase of EDS' business  transformation is important,  but only one aspect of the
work we are doing. In this next phase, we are thoroughly  reviewing nearly every
aspect of our business and reengineering  many of our most fundamental  business
and  support  processes  to enable us to  compete  more  effectively  in today's
competitive environment."

In  other  financial  news,  the EDS  Board  of  Directors  today  approved  the
acquisition  by EDS of  Neodata  Services,  Inc.,  a  Colorado-based  integrated
marketing  communications  services  company.  Neodata  will become part of EDS'
CustomerSolutions  business unit, which will create the largest direct marketing
services  company in the world. EDS has held an equity interest in Neodata since
1993.

With the acquisition,  CustomerSolutions will employ approximately 10,000 people
worldwide,  with 1997  annualized  revenues  expected to be  approximately  $750
million.  The  acquisition of Neodata will complete EDS' continuum of integrated
marketing  communications  services to include  design and  execution  of direct
marketing and loyalty and promotion programs for all companies in all industries
around the world.

The EDS Board also declared a third-quarter  dividend on the common stock of EDS
of $0.15 per share,  payable September 10, 1997, to shareholders of record as of
the close of business August 18, 1997.


                                      -3-


<PAGE>







EDS SECOND QUARTER EARNINGS
- --------------------------------------------------------------------------------

The  statements in this news release that are not  historical  facts,  including
those  regarding  1997  earnings,  EDS' business  transformation  initiative and
related savings,  and the amount 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.

(Editors  note: For  additional  information  on new business  signed during the
second quarter, please call (972) 605-6791 and a list will be faxed to you.)



                                      -4-



<PAGE>



EDS SECOND QUARTER EARNINGS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

SUMMARY OF RESULTS OF OPERATIONS
(in millions, except per-share amounts)

                                           Second Quarter Ended        Six Months Ended
                                           --------------------        ----------------
                                                 June 30,                   June 30,
                                            1997          1996         1997          1996
                                            ----          ----         ----          ----
<S>                                       <C>          <C>          <C>           <C>    
Systems and Other Contracts
     Revenues (1)                         $ 3,682.1    $ 3,497.8    $ 7,273.7     $ 6,864.7

Costs and Expenses
     Cost of revenues                       2,986.2      2,845.7      5,879.8       5,543.8
     Selling, general & administrative        379.2        308.1        749.9         618.0
     Restructuring charge                     125.3        285.6        125.3         285.6
     Asset write-downs                        139.7        503.9        139.7         503.9
                                          ---------    ---------    ---------     ---------
Total Costs and Expenses                    3,630.4      3,943.3      6,894.7       6,951.3
                                          ---------    ---------    ---------     ---------

Operating Income (Loss)                        51.7       (445.5)       379.0         (86.6)
One-Time Split-Off Costs                        --         (45.5)         --          (45.5)

Interest Expense and Other, Net               (16.0)       (19.2)       (40.0)        (36.2)
                                          ---------    ---------    ---------     ---------


Income (Loss) Before Income Taxes              35.7       (510.2)       339.0        (168.3)

Provision (Benefit) for Income Taxes           12.8       (183.7)       122.0         (60.6)
                                          ---------    ---------    ---------     ---------


Net Income (Loss)                         $    22.9     $ (326.5)    $  217.0     $  (107.7)
                                          =========     =========    =========    =========


Earnings Per Share (2)                    $    0.05     $  (0.67)    $   0.44     $  (0.22)

Cash Dividends Per Share                  $    0.15     $   0.15     $   0.30     $   0.30

</TABLE>

         (1)  Revenues related to General Motors  Corporation and its affiliates
              amounted to $1,133.6  million and $1,050.5  million for the second
              quarters ended June 30, 1997 and 1996, respectively,  and $2,152.6
              million and  $2,012.7  million  for the six months  ended June 30,
              1997 and 1996, respectively.

         (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.

                                      -5-


<PAGE>

    
EDS SECOND QUARTER EARNINGS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUMMARY OF CONSOLIDATED BALANCE SHEETS
(in millions)

                                                     June 30,        Dec. 31,
ASSETS                                                 1997            1996
                                                     ---------       --------
<S>                                               <C>             <C>
Current Assets
     Cash and marketable securities                $    762.3      $    962.5
     Accounts receivable                              3,312.3         3,513.0
     Inventories                                        141.6           141.6
     Prepaids and other                                 322.2           391.2
                                                    ---------      ----------
Total Current Assets                                  4,538.4         5,008.3
                                                    ---------      ----------

Property and Equipment, At Cost Less
  Accumulated Depreciation
     Land                                               135.9           134.8
     Buildings and facilities                           600.2           586.3
     Computer equipment                               1,896.4         2,050.6
     Other equipment and furniture                      307.1           325.3
                                                    ---------      ----------
Total Property and Equipment, Net                     2,939.6         3,097.0
                                                    ---------      ----------

Operating and Other Assets
     Land held for development, at cost                  86.2            89.1
     Investment in leases and other                   1,695.6         1,591.7
     Software, goodwill, and other intangibles, net   1,310.3         1,406.8
                                                    ---------      ----------
Total Operating and Other Assets                      3,092.1         3,087.6
                                                    ---------      ----------

Total Assets                                       $ 10,570.1      $ 11,192.9
                                                   ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable                              $    292.5           465.8
     Accrued liabilities                              1,915.6         1,843.6
     Deferred revenue                                   431.4           592.6
     Income taxes                                       107.7           127.5
     Current portion of long-term debt                  118.8           133.3
                                                    ---------      ----------
Total Current Liabilities                             2,866.0         3,162.8
                                                    ---------      ----------

Deferred Income Taxes                                   328.3           429.4
Long-term Debt                                        1,610.5         2,324.3
Redeemable Preferred Stock of Subsidiaries
 and Minority Interest                                  865.2           493.3
Total Stockholders' Equity                            4,900.1         4,783.1
                                                    ---------      ----------

Total Liabilities
 and Stockholders' Equity                          $ 10,570.1      $ 11,192.9
                                                   ==========      ==========
</TABLE>

                                      -6-

<PAGE>


EDS SECOND QUARTER EARNINGS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SUMMARY OF CONSOLIDATED CASH FLOWS
(in millions)


                                                      Three Months Ended           Six Months Ended
                                                           June 30,                     June 30,
                                                           --------                     --------

                                                      1997          1996           1997         1996
                                                      ----          ----           ----         ----
<S>                                                <C>           <C>            <C>          <C> 
Net cash provided by operating activities          $  193.3      $   90.0        $  739.4     $  578.9
                                                    -------       -------         -------      -------

Cash Flows from Investing Activities
   Proceeds from sale of marketable securities         20.2          11.4            47.4         37.4
   Proceeds from investment in leases and 
     other assets                                      54.2          23.0            99.0        103.8
   Payments for purchase of property and equipment   (174.0)       (262.4)         (371.7)      (512.9)
   Payments for investments in leases and 
     other assets                                     (76.0)        (33.9)         (165.8)      (101.1)
   Payments related to acquisitions, net of 
     cash acquired                                    (66.8)          1.0           (73.2)       (37.0)
   Payments for purchase of software and other 
     intangibles                                      (58.7)          2.9           (59.8)       (26.6)
   Payments for purchase of marketable securities     (15.2)        (24.5)          (30.1)       (46.2)
   Other                                               28.2          28.9            45.1         38.8
                                                    -------       -------         -------      -------

     Net cash used in investing activities           (288.1)       (253.6)         (509.1)      (543.8)
                                                    -------       -------         -------      -------


Cash Flows from Financing Activities
   Proceeds from long-term debt                     1,976.8       2,452.4          3,977.4     3,937.3
   Payments on long-term debt                      (2,103.3)     (2,078.6)        (4,700.3)   (3,315.4)
   Proceeds from sale of redeemable preferred
     stock of subsidiaries                             73.8           --             412.8         --
   Employee stock transactions and related tax 
     benefits                                          16.8          (2.6)            49.3        17.5
   One-time intercompany payment to GM                  --         (500.0)             --       (500.0)
   Dividends paid                                     (73.5)        (73.1)          (146.6)     (145.7)
                                                    -------       -------         -------      -------
      Net cash used in financing activities          (109.4)       (201.9)          (407.4)       (6.3)
                                                    -------       -------         -------      -------
Effect of Exchange Rate Changes on Cash
   and Cash Equivalents                                 6.1          (5.3)           (4.1)       (12.6)
                                                    -------       -------         -------      -------
Net Increase (Decrease) in Cash
   and Cash Equivalent                               (198.1)       (370.8)         (181.2)        16.2
                                                    -------       -------         -------      -------
Cash and Cash Equivalents at Beginning of Period      896.8         935.9           879.9        548.9
                                                    -------       -------         -------      -------
Cash and Cash Equivalents at End of Period         $  698.7     $   565.1        $  698.7     $  565.1
                                                    -------       -------         -------      -------
</TABLE>
                                      -7-


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