<PAGE>
ELECTRONIC DATA SYSTEMS CORPORATION
EDS PUERTO RICO SAVINGS PLAN
FORM 11-K
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1999
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, 1999
-----------------
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:
John Adams, Vice President and Controller
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3105
<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
<TABLE>
<CAPTION>
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
----------------------------------------------- --------
<S> <C> <C>
EDS Puerto Rico Savings Plan:
Independent Auditor's Report.............................. 4
Basic Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998........................ 5
Statements of Changes in Net Assets Available for
Benefits - Years Ended December 31, 1999
and 1998.......................................... 6
Notes to Financial Statements - December 31, 1999
and 1998.............................................. 7
Supplemental schedules:
Schedules of Assets Held for Investment Purposes -
December 31, 1999................................. 13
Schedule of Reportable Transactions -
Year Ended December 31, 1999...................... 14
</TABLE>
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...................... 15
2
<PAGE>
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 28, 2000 By: /s/ John Adams
-------------------------------------------
John Adams, Vice President and Controller
3
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Trustee
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, 1999 and 1998, 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, 1999 and 1998, 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.
Dallas, Texas
May 19, 2000
4
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
-------- --------
<S> <C> <C>
Investments (note 4):
Income Fund, at contract value $ 13,352 7,696
Investments in stocks and mutual funds, at
quoted market prices 908,595 697,093
Loan Fund, at unpaid principal balance which
approximates fair value 5,641 12,533
--------- -------
Total investments 927,588 717,322
Contributions receivable -- 1,197
Refunds payable (note 2) (8,632) (27,697)
--------- -------
Net assets available for benefits $ 918,956 690,822
========= =======
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------------- ----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (note 4) $ 67,895 42,149
Interest 16,434 17,939
Dividends 26,191 23,334
-------------- ----------
Total investment income 110,520 83,422
Employee contributions 131,395 69,988
Employer contributions 26,312 11,049
-------------- ----------
Total additions 268,227 164,459
Deductions from net assets attributed to benefits paid and
Withdrawals (40,093) (21,067)
-------------- ----------
Net increase 228,134 143,392
Net assets available for benefits at:
Beginning of year 690,822 547,430
-------------- ----------
End of year $ 918,956 690,822
============== ==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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 (the Company), and (Employer) refer to EDS
International Corporation, a wholly owned subsidiary of Electronic
Data Systems Corporation (EDS). The following description of the Plan
reflects all Plan amendments as of December 31, 1999 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 Internal Revenue Code
of 1994, as amended (PR Code), and subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended
(ERISA) and is made subject to Section 404(c) of ERISA 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 Vanguard Group of Investment Companies
manages 11 of the 13 investment funds of the Plan. The Plan's
Investment Committee has responsibility for managing the Income
Fund and the EDS Stock Fund and for selecting the investment
funds for employee-directed investments.
The Plan is subject to the provisions of ERISA and the PR Code.
The Plan is not intended to qualify under the provisions of the
United States Internal Revenue Code of 1986, as amended. The Plan
was created to provide additional incentive and retirement
security for eligible employees. The Plan has 13 investment funds
as of December 31, 1999:
Income Fund, which is a fixed income fund;
EDS Stock Fund, a fund consisting of EDS common stock;
Vanguard Wellington Fund (Vanguard Wellington), a stock and
bond mutual fund;
Vanguard U.S. Growth Portfolio (Vanguard U.S.), a growth
stock mutual fund;
Vanguard International Growth Portfolio (Vanguard
International), a growth stock mutual fund investing in
foreign companies;
Vanguard Growth and Income Portfolio (Vanguard Growth and
Income), a growth and income stock mutual fund;
Vanguard Money Market Reserves-Prime Portfolio (Vanguard
Money Market), a short-term investment fixed income fund;
Vanguard Bond Index Fund, an intermediate term bond fund;
Vanguard Federal Money Market Fund (Vanguard Federal Money
Market), a long-term government-backed instrument fixed
income fund;
Vanguard 500 Index Fund, a fund consisting of Standard &
Poor's 500 Composite Stock Price Index;
Vanguard Explorer Fund, a capital stock growth fund;
Vanguard LifeStrategy Growth Fund, a long-term capital
growth fund; and
Vanguard LifeStrategy Moderate Growth Fund, an income long-
term capital growth fund.
7
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
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
Contributions to the Plan are made on a pre-tax basis. Participants
may elect to defer between 1% and 10% of their total compensation
subject to: (1) a maximum annual contribution of the lesser of $8,000
or 10% of the participant's annual compensation, and (2) subject to PR
Code limitations imposed to ensure that highly compensated employees
do not defer a disproportionately higher percentage than non highly
compensated employees.
On July 1, 1998, the Company began to match 25% of employee
contributions up to 6% of an employee's salary. The matching
contributions are made in EDS stock which is restricted from trade for
two years, based on the trade date.
(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 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 and meet other plan
requirements for withdrawal. In addition, participants age 59 1/2 or
above may request an in-service withdrawal without being subject to an
additional 10% tax penalty. The amount of a participant's withdrawals
may not be repaid to the Plan.
(d) Participant's Individual Account
The Participant's Individual Account is credited with the salary
deferral, rollover and matching contributions and the amounts of
participant earnings or losses based upon the participant's mix of
investments. 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 as well as the
investment funds in which such contributions are invested. The
percentages may be in any whole percentage increment.
8
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(e) Vesting
Participants are always 100% vested in their salary deferral and
rollover contributions and in the earnings received thereon. Matching
contributions vest 40% at two years of credited service, and in 20%
increments for each year of service thereafter. Forfeitures resulting
from nonvested employee terminations are used to reduce Company
contributions. For the years ended December 31, 1999 and 1998, total
forfeitures used to offset Company contributions were $178 and $-0-,
respectively.
(f) Payment of Benefits
On separation of service, age 59 1/2, death, or retirement, a
participant may elect to receive a distribution for all or part of the
value of his/her account, EDS common stock (for any amount so
invested), or in the form of a joint and survivor 50% non-transferable
annuity contract purchased on his/her behalf from an insurance
company. With spousal consent, a participant may elect a lump sum
distribution or periodic payments in monthly, quarterly, or semiannual
installments. Distributions, except annuity payments, may be rolled
into 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 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, 1999 and 1998, the interest rate on new loans was 8.25%
and 7.75%, respectively.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements are prepared on the accrual
basis of accounting.
(b) 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 represent
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.
9
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(c) Benefits
Benefits are recorded when paid.
(d) Contribution Refunds
Refunds of excess participant deferrals to be made subsequent to the
Plan's year end under PR Code Section 1165(e) are recorded on an
accrual basis. At December 31, 1999, refunds due to participants were
allocated as follows: $28 - Income Fund; $948 - EDS Stock Fund; $664 -
Vanguard Wellington; $2,771 - Vanguard U.S.; $47 Vanguard
International; $2,136 -Vanguard Growth and Income; and $2,038 Vanguard
Money Market. At December 31, 1998, refunds due to participants were
allocated as follows: $234 - Income Fund; $1,990 - EDS Stock Fund;
$4,793 - Vanguard Wellington; $5,204 - Vanguard U.S.; $589 - Vanguard
International; $4,868- Vanguard Growth and Income; and $10,019 -
Vanguard Money Market.
(e) 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.
(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
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-
3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 during the Plan year ending December 31, 1999. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs is not presented in the Plan's 1999 financial
statements. The Plan's 1998 financial statement has been reclassified to
conform with the current year's presentation.
The trustee of the Plan holds the investments of the Plan in trust on
behalf of the participants and beneficiaries. Consistent with the fiduciary
standards of ERISA, the Plan Administrator believes safeguards are adhered
to in protecting the interests of Plan participants and their
beneficiaries.
10
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The Income Fund includes investments in structured investment contracts.
Under these arrangements, the Plan enters into a benefit responsive wrap
agreement with a financial institution at a stated yield on fixed income
securities purchased by the Plan. The fixed income securities and wrap
agreements considered together are stated at contract value since
participants are guaranteed return of principal and accrued interest.
The following table presents the fair value/contract value of the Plan's
investments at December 31, 1999 and 1998. Investments that represent (5%)
or more of the Plan's net assets at December 31, 1999 are separately
identified.
<TABLE>
<CAPTION>
1999 1998
--------------------------------- ----------------------------------
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, at contract value 13,352 $ 13,352 7,696 $ 7,696
EDS Stock Fund* 4,670 132,766 3,344 71,494
Vanguard Wellington* 4,391 122,781 3,975 116,665
Vanguard U.S.* 3,456 150,451 2,688 100,769
Vanguard International 933 20,980 874 16,411
Vanguard Growth and Income* 3,567 132,267 2,748 84,522
Vanguard Money Market at cost which
approximates fair value* 327,050 327,050 304,307 304,307
Vanguard Bond Index Fund 646 6,174 258 2,650
Vanguard Federal Money Market, at cost
which approximates fair value -- -- 275 275
Vanguard Explorer 37 2,540 -- --
Vanguard 500 Index Fund 81 11,002 -- --
Vanguard LifeStrategy Growth Fund 24 507 -- --
Vanguard LifeStrategy Moderate Growth Fund 114 2,077 -- --
Loan Fund (three and five loans in 1999 and
1998, respectively, loans outstanding from
$966 to $2,680 and $897 to $4,226 in 1999
and 1998, respectively, with interest rates
from 7.75% to 8.5% in 1999 and 1998) -- 5,641 -- 12,533
---------------- -----------------
$ 927,588 $ 717,322
================ =================
</TABLE>
* Represents 5% or more of Plan assets as of December 31, 1999.
11
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
During 1999 and 1998, the Plan's investments had net realized and
unrealized gains as follows:
<TABLE>
<CAPTION>
1999 1998
------------------ ------------------
<S> <C> <C>
Common stock $ 30,085 --
Mutual funds 37,810 42,149
------------------ ------------------
Net appreciation in fair value of
investments $ 67,895 42,149
================== ==================
</TABLE>
(5) Related Party Transactions
As stated in note 1, the EDS Stock Fund consists of EDS common stock.
Additionally, the Vanguard Investment Funds consist of investments in
various Vanguard managed mutual funds.
(6) Income Tax Status
The Puerto Rico Department of the Treasury has determined and informed the
Company by a letter dated October 6, 1993 that the Plan and related trust
are designed in accordance with applicable sections of the PR Code. The
Plan has since been amended. The Plan Administrator believes that the Plan
is designed and is currently being operated in compliance with the
applicable requirements of the PR Code and, therefore, the Plan continues
to qualify and the related trust continues to be tax-exempt as of December
31, 1999. Therefore, no provision for income taxes is included in the
Plan's financial statements.
(7) Nonparticipant-directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the EDS Stock Fund, a nonparticipant-
directed investment, is set out below. At such time that the EDS stock
contributions made in-kind as the employer match are no longer subject to
any restrictions, the participant then directs the investment of such
investments.
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
Net assets - beginning of year: $ 12,688 --
Changes in net assets:
Contributions 26,490 9,852
Dividends 315 39
Net appreciation 10,029 2,885
Withdrawals (1,469) (108)
------------------ ------------------
Net assets - end of year $ 48,033 12,668
================== ==================
</TABLE>
12
<PAGE>
Schedule 1
EDS PUERTO RICO SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Number
Rates of of shares Current
Identity of party Interest or units Cost value
----------------------------------------------- ----------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Income Fund -- 13,352 $ 13,352 13,352
EDS Stock Fund* -- 4,670 132,766
Vanguard Wellington* -- 4,391 122,781
Vanguard U.S.* -- 3,456 150,451
Vanguard International* -- 933 20,980
Vanguard Growth and Income* -- 3,567 132,267
Vanguard Money Market* -- 327,050 327,050
Vanguard Bond Index Fund* -- 646 6,174
Vanguard Explorer Fund* -- 37 2,540
Vanguard 500 Index Fund* -- 81 11,002
Vanguard LifeStrategy Growth Fund* -- 24 507
Vanguard LifeStrategy Moderate
Growth Fund* -- 114 2,077
Loan Fund* 7.75% to 8.5% 5,641
------------------
Total assets held for
Investment purposes $ 927,588
==================
</TABLE>
*Parties in interest
See accompanying independent auditors' report.
13
<PAGE>
EDS PUERTO RICO SAVINGS PLAN
Schedule 2
EDS PUERTO RICO SAVINGS PLAN
Schedule of Reportable Transactions
For the year ended December 31, 1999
<TABLE>
<CAPTION>
Current
value of
asset on
Description Number of Purchase Selling Cost of transaction Net
Identity of party of asset transactions price price asset date gain
--------------------- ----------------- -------------- ------------- ------------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
EDS EDS Stock Fund 37 $ 38,648 -- -- 38,648 --
EDS EDS Stock Fund 5 -- 7,461 6,671 7,461 790
</TABLE>
See accompanying independent auditors' report
14
