<PAGE>
ELECTRONIC DATA SYSTEMS CORPORATION
EDS DEFERRED COMPENSATION 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 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 (972)604-6000
Notices and communications from the Securities
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
- 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, 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................ 15
Line 27(d)-Schedule of Reportable Transactions
for the Year Ended December 31, 1996.................. 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 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 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, 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 Deferred
Compensation 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 DEFERRED COMPENSATION 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 - $201,674,073
1995 - $212,107,338) $ 201,674,073 $ 212,107,338
Executive Life Fund, at contract
value
(cost, 1996 - $--
1995 - $9,639,617) -- 9,639,617
EDS Stock Fund, at fair value
(cost, 1996 - $283,781,900
1995 - $204,271,128) 356,437,009 369,323,652
Vanguard Wellington Fund, at fair
value
(cost, 1996 - $253,593,460
1995 - $218,913,526) 312,459,577 268,949,863
Vanguard U.S. Growth Portfolio, at
fair value
(cost, 1996 - $110,056,282
1995 - $64,687,595) 134,238,092 78,837,077
Vanguard International Growth
Portfolio, at fair value
(cost, 1996 - $75,665,294
1995 - $60,321,752 88,355,311 68,723,890
Vanguard Quantitative Portfolios,
at fair value
(cost, 1996 - $82,301,799
1995 - $57,824,780) 96,959,940 66,606,017
Vanguard Explorer Fund, at fair
value
(cost, 1996 - $20,752,082
1995 - $9,136,925) 21,070,953 9,115,455
Vanguard Bond Index Fund, at fair
value
(cost, 1996 - $4,177,965
1995 - $2,038,782) 4,171,090 2,088,611
Vanguard Money Market Reserves-
Prime Portfolio, at fair value
(cost, 1996 - $51,785,328
1995 - $44,487,074) 51,785,328 44,487,074
Loan Fund, at unpaid principal
balance, which approximates fair
value 54,061,580 50,487,025
-------------- --------------
Net assets available for benefits $1,321,212,953 $1,180,365,619
============== ==============
</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, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
-------------- --------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation
(depreciation) in fair value
of investments (note 4) $ (14,696,042) $ 174,941,891
Interest 18,876,088 19,497,172
Dividends 53,920,601 25,637,508
-------------- --------------
Total investment income 58,100,647 220,076,571
Contributions 167,552,384 153,469,319
Net assets transferred from other
plans (note 1) 4,840,286 3,945,109
-------------- --------------
Total additions 230,493,317 377,490,999
Deductions from net assets attributed
to withdrawals (89,645,983) (37,419,316)
-------------- --------------
Net increase 140,847,334 340,071,683
Net assets available for benefits at:
Beginning of year 1,180,365,619 840,293,936
-------------- --------------
End of year $1,321,212,953 $1,180,365,619
============== ==============
</TABLE>
See accompanying Notes to Financial Statements.
- 5 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
December 31, 1996 and 1995
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. 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) the Company became an
independent, publicly held company 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 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 defined contribution plan covering eligible
employees of the Company. An employee becomes eligible to participate in the
Plan upon the commencement of service with the Employer.
During 1994, net assets of $18,343,941 were transferred to the Plan as a
result of EDS entering into a contract with Xerox Corporation (Xerox). 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. During 1996, net assets totalling $4,840,286
were transferred into the Plan. The only significant transfer related to the
transition of employees from the Kellwood Co., which totalled $1,291,645 in net
assets. 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 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 (IRC), as
amended. The Plan was created to provide additional incentive and retirement
security for eligible employees. The Plan allows for ten active investment
funds, nine of which are available for participant investment: 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; 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. 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
$9,500 in 1996 and $9,240 in 1995, (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. 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
- 6 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
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. If the participant is enrolled in other Company employee benefit plans
sponsored by the Company, the annual additions are subject to other limitation
tests.
Effective January 1, 1991, 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 per requirements of the IRC. 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 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, 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 semi-annual 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
termination of 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, 1996 and
1995, the interest rate on new loans was eight and one-quarter percent (8.25%)
and eight and three-quarters percent (8.75%), respectively.
- 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 EDS 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.
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.
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.
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 was effective for the December 31, 1995 financial statements. In
accordance with SOP 94-4, funds with insurance companies at December 31, 1996
and December 31, 1995 are recorded at contract value (which approximates fair
value at December 31, 1996 and December 31, 1995) as reported to the Plan by the
insurance companies.
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.
- 8 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
<TABLE>
<CAPTION>
1996 1995
-------------------------------------- --------------------------------------
Number of Fair value/ Number of Fair value/
shares or contract shares or contract
units value units value
----------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
Income Fund* -- $ 201,674,073 -- $ 212,107,338
Executive Life Fund -- -- -- 9,639,617
EDS Stock Fund (cost of
$283,781,900 in 1996
and $204,271,128 in 1995)* 8,171,622 356,437,009 7,102,264 369,323,652
Vanguard/Wellington (cost of
$253,593,460 in 1996 and
$218,913,526 in 1995)* 11,948,750 312,459,577 11,009,088 268,949,863
Vanguard U.S. (cost of
$110,056,282 in 1996 and
$64,687,595 in 1995)* 5,654,516 134,238,092 3,874,189 78,837,077
Vanguard International (cost of
$75,665,294 in 1996 and
$60,321,752 in 1995)* 5,367,886 88,355,311 4,575,645 68,723,890
Vanguard Quantitative (cost of
$82,301,799 in 1996 and
$57,824,780 in 1995)* 4,361,682 96,959,940 3,338,663 66,606,017
Vanguard Explorer Fund (cost of
$20,752,082 in 1996 and
$9,136,925 in 1995) 391,437 21,070,953 182,492 9,115,455
Vanguard Bond Index Fund (cost of
$4,177,965 in 1996 and
$2,038,782 in 1995) 423,891 4,171,090 205,977 2,088,611
Vanguard Money Market 51,785,328 51,785,328 44,487,074 44,487,074
Loan Fund (14,677 and 14,450
loans in 1996 and 1995,
respectively, loans
outstanding from $6 to
$44,460 and $24 to $44,907
in 1996 and 1995, respectively,
with interest rates from 6.0%
to 13.0% and 6.0% to 11.5% in
1996 and 1995, respectively) -- 54,061,580 -- 50,487,025
-------------- --------------
$1,321,212,953 $1,180,365,619
============== ==============
</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. 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 (Aurora). As of November 4, 1996, Aurora had
transferred $10,707,070 to Vanguard for settlement of the contract. This
settlement was transferred to the eligible participant's accounts on November
11, 1996.
- 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 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 Plan obtained its latest determination letter on July 18, 1995, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code (the
"Code"). The Plan has been amended, since receiving the determination letter,
to allow for investments in the EDS Stock Fund as well as other amendments
pertaining to the Split-Off. However, the Plan Administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the Code.
- 10 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
7. 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,
1996:
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard U.S. International
Executive EDS Stock Wellington Growth Growth Portfolio
Income Fund Life Fund Fund Fund Portfolio Fund Fund
------------ ------------ ------------ ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation) in fair
value of investments $ -- $ -- $(64,830,021) $ 19,606,546 $ 14,596,716 $ 7,100,874
Interest 12,481,873 -- -- -- -- --
Dividends -- 1,067,454 4,576,154 24,520,964 9,847,755 3,819,098
------------ ------------ ------------ ------------ ------------ -----------
Total 12,481,873 1,067,454 (60,253,867) 44,127,510 24,444,471 10,919,972
Employee contributions 20,193,559 -- 38,309,012 37,161,452 24,722,826 16,755,425
Net assets transferred
from other plans 45 -- 11,543 106 377 11,127
------------ ------------ ------------ ------------ ------------ -----------
Total additions 32,675,477 1,067,454 (21,933,312) 81,289,068 49,167,674 27,686,524
Deductions from net
assets attributed to
withdrawals (15,572,102) -- (21,172,614) (20,142,112) (8,178,342) (5,302,887)
Interfund transfers (27,536,640) (10,707,071) 30,219,283 (17,637,242) 14,411,683 (2,752,216)
------------ ------------ ------------ ------------ ------------ -----------
Net increase (decrease) (10,433,265) (9,639,617) (12,886,643) 43,509,714 55,401,015 19,631,421
Net assets available for
benefits at:
Beginning of year 212,107,338 9,639,617 369,323,652 268,949,863 78,837,077 68,723,890
------------ ------------ ------------ ------------ ------------ -----------
End of year $201,674,073 $ -- $356,437,009 $312,459,577 $134,238,092 $88,355,311
============ ============ ============ ============ ============ ===========
</TABLE>
continued
- 11 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
7. Allocation of Changes in Plan Assets and Liabilities 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 Vanguard Vanguard Money
Quantitative Vanguard Bond Market Reserves-
Portfolios Fund Explorer Fund Index Fund Prime Portfolio Fund Loan Fund Total
--------------- ------------- ----------- --------------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Net appreciation
(depreciation) in fair
value of investments $ 8,407,033 $ 487,334 $ (64,524) $ -- $ -- $ (14,696,042)
Interest -- -- -- 2,274,573 4,119,642 18,876,088
Dividends 8,755,528 1,126,699 206,949 -- -- 53,920,601
----------- ----------- ---------- ----------- ----------- --------------
Total 17,162,561 1,614,033 142,425 2,274,573 4,119,642 58,100,647
Employee contributions 16,829,070 6,042,161 1,350,570 6,188,309 167,552,384
Net assets transferred
from other plans 2,467 88 54 4,550,839 263,640 4,840,286
----------- ----------- ---------- ----------- ----------- --------------
Total additions 33,994,098 7,656,282 1,493,049 13,013,721 4,383,282 230,493,317
Deductions from net
assets attributed to
withdrawals (6,237,639) (908,732) (228,046) (8,142,993) (3,760,516) (89,645,983)
Interfund transfers 2,597,464 5,207,948 817,476 2,427,526 2,951,789 --
----------- ----------- ---------- ----------- ----------- --------------
Net increase (decrease) 30,353,923 11,955,498 2,082,479 7,298,254 3,574,555 140,847,334
Net assets available for
benefits at:
Beginning of year 66,606,017 9,115,455 2,088,611 44,487,074 50,487,025 1,180,365,619
----------- ----------- ---------- ----------- ----------- --------------
End of year $96,959,940 $21,070,953 $4,171,090 $51,785,328 $54,061,580 $1,321,212,953
=========== =========== ========== =========== =========== ==============
</TABLE>
- 12 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
7. Allocation of Changes in Plan Assets and Liabilities 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 Vanguard U.S. International
Executive Life GM Class E Wellington Growth Growth
Income Fund 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 $ -- $ -- $ 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 (decrease) 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>
- 13 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Notes to Financial Statements
7. Allocation of Changes in Plan Assets and Liabilities 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 Money
Vanguard Vanguard Market Reserves-
Quantitative Vanguard Bond Prime MCorp
Portfolios Fund Explorer Fund Index Fund 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
(depreciation) 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>
- 14 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1996
Description of Investment
-------------------------
<TABLE>
<CAPTION>
Rate of Number of
Identity of Party Maturity Date Interest Shares or Units Cost Current Value
- ------------------------------------ ------------- --------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Income Fund:
Synthetic investment contracts:
AIG Financial Products -- 6.28% -- $ 15,372,323 $ 15,618,071
Bankers Trust
#93-621 (1) 3/31/00 5.55% -- 30,522,277 30,486,474
#94-791 (1) 6/30/00 7.17% -- 17,337,126 17,894,609
Rabobank 5.95% -- 16,149,732 16,231,374
State Street Bank -- 5.50% -- 10,554,370 10,481,359
Union Bank of Switzerland
#2081 -- 6.42% -- 29,044,358 29,658,004
#2107 -- 6.34% -- 16,664,361 16,939,778
West Landesbank -- 5.85% -- 9,001,402 8,967,301
Wrap agreements -- Various -- 236,147 (1,394,874)
Other investment contracts:
Continental Nat'l Assurance Co.
#12817-006 3/31/97 5.60% -- 6,965,109 6,965,109
#12817-016 12/15/97 6.65% -- 13,051,899 13,051,899
John Hancock Mutual Life Ins. 6/30/99 6.98% -- 9,483,028 9,483,028
Principal Financial Group 12/15/97 6.50% -- 9,732,092 9,732,092
Prudential Asset Mgmt. Group 9/15/97 5.52% -- 9,425,015 9,425,015
Vanguard Money Market
Reserves - Prime Portfolio (no
guaranteed rate) (2) -- -- -- 8,134,834 8,134,834
------------ ------------
Total Income Fund $201,674,073 $201,674,073
</TABLE>
(1) The interest rate will be adjusted quarterly.
(2) The interest rate was 5.19% at December 31, 1996
See accompanying independent auditors' report.
continued
- 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 Value
- ------------------------------------ ------------- ------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
EDS Stock Fund (3) -- -- 8,171,622 283,781,900 356,437,009
Vanguard/Wellington Fund (3) -- -- 11,948,750 253,593,460 312,459,577
Vanguard U.S. Growth Portfolio (3) -- -- 5,654,516 110,056,282 134,238,092
Vanguard International Growth
Portfolio (3) -- -- 5,367,886 75,665,294 88,355,311
Vanguard Quantitative Portfolios (3) -- -- 4,361,682 82,301,799 96,959,940
Vanguard Explorer Fund (3) -- -- 391,437 20,752,082 21,070,953
Vanguard Bond Index Fund (3) -- -- 423,891 4,177,965 4,171,090
Vanguard Money Market
Reserves - Prime Portfolio (3) -- -- 51,785,328 51,785,328 51,785,328
Loan Fund (3) -- 6.0% to 13.0% -- 54,061,580 54,061,580
-------------- --------------
Total Assets Held for Investment Purposes $1,137,849,763 $1,321,212,953
============== ==============
</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, 1996
<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:
EDS Stock Fund
(EDS Common Stock) 255 $251,958,834 $ -- $
EDS Stock Fund
(EDS Common Stock) 254 -- 199,676,431 --
Various Fixed Principal Investment Fund:
Income Fund 258 58,462,067 -- --
Income Fund 254 -- 68,760,325 --
Mutual Funds:
Vanguard* Vanguard/Wellington Fund
(Stock and Bond Fund) 254 89,850,675 -- --
Vanguard/Wellington Fund
(Stock and Bond Fund) 254 -- 65,604,558 --
Vanguard* Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) 258 152,379,172 -- --
Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) 254 -- 145,040,735 --
Vanguard* Vanguard U.S. Growth
Portfolio (Stock Fund) 254 73,831,289 -- --
Vanguard U.S. Growth
Portfolio (Stock Fund) 254 -- 32,969,458 --
Vanguard* Vanguard International Growth
Portfolio (Stock Fund) 254 42,359,338 -- --
Vanguard International Growth
Portfolio (Stock Fund) 254 -- 29,762,798 --
Vanguard* Vanguard Quantitative Portfolio
(Stock Fund) 254 43,797,195 -- --
Vanguard Quantitative Portfolio
(Stock Fund) 254 -- 21,799,150 --
</TABLE>
* Parties in interest
See accompanying independent auditors' report.
continued
- 17 -
<PAGE>
EDS DEFERRED COMPENSATION PLAN
<TABLE>
<CAPTION>
Current Value
Expense of Asset on Net Gain
Identity of Party Incurred with Cost of Transaction or
Involved Description of Asset Transaction Asset Date (Loss)
- ----------------- ------------------------------- ------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
EDS* Company Stock Fund:
EDS Stock Fund
(EDS Common Stock) $-- $251,958,834 $251,958,834 $ --
EDS Stock Fund
(EDS Common Stock) -- 172,724,922 199,676,431 26,951,509
Various Fixed Principal Investment Fund:
Income Fund -- 58,462,067 58,462,067 --
Income Fund -- 68,760,325 68,760,325 --
Mutual Funds:
Vanguard* Vanguard/Wellington Fund
(Stock and Bond Fund) -- 89,850,675 89,850,675 --
Vanguard/Wellington Fund
(Stock and Bond Fund) -- 55,014,420 65,604,558 10,590,138
Vanguard* Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) -- 152,379,172 152,379,172 --
Vanguard Money Market Reserves-
Prime Portfolio
(Money Market Fund) -- 145,040,735 145,040,735 --
Vanguard* Vanguard U.S. Growth
Portfolio (Stock Fund) -- 73,831,289 73,831,289 --
Vanguard U.S. Growth
Portfolio (Stock Fund) -- 28,445,429 32,969,458 4,524,029
Vanguard* Vanguard International Growth
Portfolio (Stock Fund) -- 42,359,338 42,359,338 --
Vanguard International Growth
Portfolio (Stock Fund) -- 26,967,354 29,762,798 2,795,444
Vanguard* Vanguard Quantitative Portfolios
(Stock Fund) -- 43,797,195 43,797,195 --
Vanguard Quantitative Portfolios
(Stock Fund) -- 19,297,942 21,799,150 2,501,208
</TABLE>
* Parties in interest
See accompanying independent auditors' report.
- 18 -
<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 (Nos. 33-
64681 and 33-36443) 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 Deferred Compensation 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 Deferred
Compensation Plan.
KPMG Peat Marwick LLP
Dallas, Texas
June 30, 1997
