ELECTRONIC DATA SYSTEMS CORPORATION
EDS PUERTO RICO SAVINGS PLAN
FORM 11-K
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1997
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, 1997
OR
_ TRANSITION REPORT 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 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 the 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 Auditor's Report........................... 3
Basic Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1997 and 1996.................. 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31,
1997 and 1996............................... 5
Notes to Financial Statements, December 31,
1997 and 1996................................ 6
Supplemental schedules:
Line 27(a)-Schedules of Assets Held for
Investment Purposes, December 31, 1997...... 15
Line 27(d)-Schedule of Reportable Transactions
for the Year Ended December 31, 1997........ 16
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............... 17
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)
Electronic Data Systems Corporation
Plan Administrator
Date: June 29, 1998 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, 1997 and 1996, 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, 1997 and 1996, 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
June 5, 1998
3
<PAGE>
<TABLE>
<CAPTION>
EDS PUERTO RICO SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1997 and 1996
1997 1996
--------------------- ----------------------
<S> <C> <C>
Assets:
Investments (note 4):
Income Fund, primarily at contract value
(cost, 1997 - $5,686, 1996 - $4,698) $ 5,686 $ 4,698
EDS Stock Fund, at fair value
(cost, 1997 - $25,646, 1996 - $23,339) 25,544 22,259
Vanguard Wellington Fund, at fair value
(cost, 1997 - $74,986, 1996 - $31,080) 86,761 38,217
Vanguard U.S. Growth Portfolio, at fair value
(cost, 1997 - $43,422, 1996 - $17,614) 52,468 21,913
Vanguard International Growth Portfolio,
at fair value
(cost, 1997 - $15,064, 1996 - $13,436) 15,971 15,272
Vanguard Growth and Income Portfolio, at fair value
(cost, 1997 - $39,166, 1996 - $12,325) 45,029 15,248
Vanguard Money Market Reserves - Prime Portfolio,
at fair value
(cost, 1997 - $325,804, 1996 - $361,750) 325,804 361,750
Vanguard Bond Index Fund, at fair value
(cost, 1997 - $2,275, 1996 - $2,051) 2,343 2,062
Vanguard Explorer Fund, at fair value
(cost, 1997 - $1,286, 1996 - $48) 1,107 48
Loan Fund, at unpaid principal balance,
which approximates fair value 19,996 8,320
-------- --------
Total Assets 580,709 489,787
Contributions Receivable 2,619 --
Refunds Payable (note 2) (35,898) (30,996)
-------- --------
Net assets available for benefits $547,430 $458,791
-------- --------
-------- --------
</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, 1997 and 1996
1997 1996
-------------- --------------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments (note 8) $ 13,420 $ 2,417
Interest 18,955 18,435
Dividends 14,976 6,949
-------- --------
Total investment income 47,351 27,801
Contributions 55,789 34,374
-------- --------
Total additions 103,140 62,175
Deductions from net assets attributed to
withdrawals (14,501) (35,850)
-------- --------
Net increase 88,639 26,325
Net assets available for benefits at:
Beginning of year 458,791 432,466
-------- --------
End of year $547,430 $458,791
-------- --------
-------- --------
See accompanying notes to financial statements.
5
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(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 Electronic Data Systems Corporation and its subsidiaries.
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 Electronic Data Systems Corporation's ownership and
the conversion of its stock. The following description of the Plan reflects
all Plan amendments as of December 31, 1997 and is provided for general
purposes only. Participants should refer to the Plan document, as amended,
for more complete information.
(a) General
-------
The Plan is a qualified profit sharing plan with provisions pursuant
to Section 165 of the Puerto Rico Income Tax Act of 1954 (ITA), as
amended, 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 ITA, 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; 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 Growth and
Income Portfolio (Vanguard Growth and Income), formerly the Vanguard
Quantitative Portfolio, a growth and income stock mutual fund; the
Vanguard U.S. Growth Portfolio (Vanguard U.S. Growth), 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.
(b) 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 the lesser of 10% of compensation or $7,500 in 1997 and $7,000 in
1996, and (2) 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.
6
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
(c) Withdrawals
-----------
Withdrawals are allowed under certain circumstances. Hardship
withdrawals are available once a participant has exhausted all other
available financial resources, including Plan loans. 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. In addition,
participants age 59 1/2 or above may request an in-service withdrawal
without being subject to an additional 10 percent tax penalty. The
amount of a participant's withdrawals may not be repaid to the Plan.
(d) 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.
(e) Vesting
-------
Participants are always 100 percent vested in their individual
accounts and in the earnings received thereon.
(f) Payment of Benefits
-------------------
On termination of service, age 59 1/2, death, retirement, or permanent
and total disability as determined under the plan, 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.
(g) 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 is $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. At December 31, 1997 and 1996, the interest rate on new loans
was eight and one-half percent (8.5%) and eight and one-fourth percent
(8.25%), respectively.
7
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
(2) Summary of Significant Accounting Policies
------------------------------------------
(a) 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. 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. Purchases and sales
of investments are recorded on a trade date basis. Dividend income is
recorded on the ex-dividend date.
(b) Benefits
--------
Benefits are recorded when paid.
(c) Contribution Refunds
--------------------
Refunds of excess participant contributions to be made subsequent to
the Plan's year end under Section 165 of the ITA are recorded on an
accrual basis. At December 31, 1997, refunds due to participants were
allocated as follows:
December 31, December 31,
Fund 1997 1996
---- ----------- -----------
Income $ 310 $ 194
EDS Stock 1,242 387
Vanguard Wellington 3,874 758
Vanguard U.S. Growth Portfolio 4,223 3,399
Vanguard International Growth Portfolio 1,648 2,130
Vanguard Growth and Income 2,464 1,034
Vanguard Explorer 198 --
Vanguard Money Market Reserves -
Prime Portfolio 21,841 23,062
Vanguard Total Bond Market Portfolio 98 32
------ ------
$35,898 $30,996
------ ------
------ ------
(d) Use of Estimates
----------------
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management 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.
8
<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 the ITA and ERISA.
(4) Investments
-----------
The trustee of the Plan holds 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 Income Fund may include investments 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, 1997 and 1996. Investments that represent five
percent or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1997 1996
---------------------------- -----------------------------
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 5,686 $ 5,686 4,698 $ 4,698
EDS Stock Fund (cost, 1997 - $25,646,
1996 - $23,339) 581 25,544 1,205 22,259
Vanguard Wellington (cost, 1997 -
$74,986, 1996 - $31,080)* 2,946 86,761 1,461 38,217
Vanguard U.S. Growth (cost, 1997 -
$43,422, 1996 - $17,614)* 1,828 52,468 923 21,913
Vanguard International (cost, 1997 -
$15,064, 1996 - $13,436) 974 15,971 928 15,272
Vanguard Growth and Income (cost,
1997 - $39,166, 1996 - $12,325)* 1,719 45,029 686 15,248
Vanguard Money Market* 325,804 325,804 361,750 361,750
Vanguard Bond Index Fund (cost,
1997 - $2,275, 1996 - $2,051) 232 2,343 210 2,062
Vanguard Explorer (cost, 1997 -
$1,286, 1996 - $48) 20 1,107 1 48
Loan Fund (7 and 4 loans in 1997 and 1996,
respectively, loans outstanding from
$595 to $5,534 and $595 to $5,914 in
1997 and 1996, respectively, with
interest rates from 7.75% to 8.5% in
1997 and 6% to 8.75% in 1996) -- 19,996 -- 8,320
------- -------
$580,709 $489,787
------- -------
------- -------
* Represents 5% or more of Plan assets.
</TABLE>
9
<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 rates or security prices,
the Vanguard Growth and Income Portfolios may utilize futures contracts to
a limited extent. Vanguard Growth and Income 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.
(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 ITA.
10
<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, 1997:
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard International Vanguard
Income EDS Wellington U.S. Growth Growth Growth and
Fund Stock Fund Fund Portfolio Fund Portfolio Fund Income Fund
------ ---------- ---------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to (deductions from)
net assets attributed to
investment income:
Net appreciation
(depreciation)
in fair value of
investments $ -- 479 4,786 5,276 (167) 3,166
Interest 297 -- -- -- -- --
Dividends -- 323 6,924 2,036 680 4,762
------- ------- ------ ------ ------ ------
Total 297 802 11,710 7,312 513 7,928
Employee contributions 716 3,721 11,332 10,465 988 11,256
------- ------- ------ ------ ------ ------
Total additions
(deductions) 1,013 4,523 23,042 17,777 1,501 19,184
Deductions from net assets
attributed to withdrawals -- (22) -- -- (1,260) --
Interfund transfers (76) (1,830) 22,509 11,865 1,874 9,420
------- ------- ------ ------ ------ ------
Net increase
(decrease) 937 2,671 45,551 29,642 2,115 28,604
Net assets available for
benefits at:
Beginning of year 4,504 21,872 37,458 18,514 13,143 14,214
------- ------- ------ ------ ------ ------
End of year $ 5,441 24,543 83,009 48,156 15,258 42,818
------- ------- ------ ------ ------ ------
------- ------- ------ ------ ------ ------
</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
--------
The following table presents the allocation of changes in net assets
available for benefits to investment programs for the year ended December
31, 1997:
<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 (deductions from)
net assets attributed to
investment income:
Net appreciation (depreciation)
in fair value
of investments $ (177) -- -- 57 13,420
Interest -- 18,289 369 -- 18,955
Dividends 110 -- -- 141 14,976
----- -------- ----- ----- -------
Total (67) 18,289 369 198 47,351
Employee contributions -- 17,171 -- 140 55,789
----- -------- ----- ----- -------
Total additions (deductions) (67) 35,460 369 338 103,140
Deductions from net assets attributed to
withdrawals -- (12,438) (781) -- (14,501)
Interfund transfers 1,003 (44,651) -- (114) --
----- -------- ----- ----- -------
Net increase (decrease) 936 (21,629) (412) 224 88,639
Net assets available for
benefits at:
Beginning of year 48 338,687 8,320 2,031 458,791
----- -------- ----- ----- -------
End of year $ 984 317,058 7,908 2,255 547,430
----- -------- ----- ----- -------
----- -------- ----- ----- -------
</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
--------
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 Growth and
Fund Stock Fund Fund Portfolio Fund Portfolio Fund Income Fund
------ ---------- ---------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to (deductions from)
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
------- ------- ------ ------ ------ ------
Total additions
(deductions) 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>
13
<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 Money
Vanguard Market Reserves- Vanguard
Explorer Prime Portfolio Loan Bond Index
Fund Fund Fund Fund Total
---------- --------------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Additions to (deductions from)
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
----- -------- ----- ----- -------
Total additions (deductions) 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>
14
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Item 27 (a) - Schedule of Assets Held for Investment Purposes
December 31, 1997
<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 -- 5,686 $ 5,686 $ 5,686
EDS Stock Fund* -- 581 25,646 25,544
Vanguard Wellington Fund* -- 2,946 74,986 86,761
Vanguard U.S. Growth
Portfolio* -- 1,828 43,422 52,468
Vanguard International
Growth Portfolio* -- 974 15,064 15,971
Vanguard Growth and Income
Portfolios* -- 1,719 39,166 45,029
Vanguard Money Market
Reserves - Prime
Portfolio* -- 325,804 325,804 325,804
Vanguard Bond Index Fund* -- 232 2,275 2,343
Vanguard Explorer Fund* -- 20 1,286 1,107
Loan Fund* 7.75% to 8.5% -- 19,996 19,996
------- -------
Total Assets Held for Investment Purposes $553,331 $580,709
------- -------
------- -------
</TABLE>
* Parties in interest
See accompanying independent auditors' report.
15
<PAGE>
<TABLE>
<CAPTION>
EDS PUERTO RICO SAVINGS PLAN
Item 27 (d) - Schedule of Reportable Transactions
For The Year Ended December 31, 1997
Expense Current Value
Identity of Number Incurred of 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 Growth and
Income Portfolios 35 $27,802 -- -- -- 27,802 27,802 --
Vanguard * Vanguard Growth and
Income Portfolios 3 -- 1,187 -- -- 961 1,187 226
Vanguard * Vanguard Money Market
Reserves-Prime Portfolio 46 58,351 -- -- -- 58,351 58,351 --
Vanguard * Vanguard Money Market
Reserves-Prime Portfolio 19 -- 94,297 -- -- 94,297 94,297 --
Vanguard * Vanguard U.S. Growth 37 28,298 -- -- -- 28,298 28,298 --
Vanguard * Vanguard U.S. Growth 2 -- 3,019 -- -- 2,491 3,019 528
Vanguard * Vanguard Wellington
Fund 32 44,747 -- -- -- 44,747 44,747 --
Vanguard * Vanguard Wellington
Fund 2 -- 989 -- -- 840 989 149
*Parties in interest
See accompanying independent auditors' report
</TABLE>
16
Exhibit 23
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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
June 5, 1998 relating to the statements of net assets available for benefits of
the EDS Puerto Rico Savings Plan as of December 31, 1997 and 1996, 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, 1997 annual report on Form 11-K of the EDS Puerto Rico Savings
Plan.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
June 25, 1998
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