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The operating margin for our Outsourcing segment was 7.9% for the three months ended September 30, 2003 compared with 9.1% for the comparable period in 2002. The operating margin for Outsourcing was 3.9% for the three months ended September 30, 2002 after adjusting the 2002 results on a pro forma basis for the impact of accounting changes. Our operating margin in 2003 and 2002 pro forma operating margin as adjusted for accounting changes were adversely affected by losses recognized on our NMCI contract and another significant commercial contract. Such losses reduced our operating margin by approximately 290 basis points and 430 basis points, respectively, for the three months ended September 30, 2003 and 2002. Operating income in 2002 was adversely affected by receivable reserves and asset writedowns related to our contractual relationships with MCI and US Airways, both of which filed for bankruptcy during the third quarter of 2002. Such reserves and asset writedowns had a 210 basis point negative impact on our reported 2002 operating margin and a 230 basis point negative impact on our operating margin as adjusted on a pro forma basis for accounting changes. The increase in 2003 compared with the pro forma margin in 2002 was primarily due to improved operating margins in our EMEA and U.S. Government units. The operating margin for PLM Solutions was 15.6% for the three months ended September 30, 2003 compared with 10.7% for the comparable period in 2002. The increase in 2003 was due to stronger sales in the higher margin software and maintenance areas. The operating margin for A.T. Kearney was (9.4)% for the three months ended September 30, 2003 compared with 3.0% for the comparable period in 2002. The decrease in 2003 was due to lower revenues.

 

The operating margin for our Outsourcing segment was 9.2% for the nine months ended September 30, 2003 compared with 11.9% for the comparable period in 2002. The operating margin for Outsourcing was 6.3% for the nine months ended September 30, 2002 after adjusting the 2002 results on a pro forma basis for the impact of accounting changes. Our operating margin in 2003 and 2002 pro forma operating margin as adjusted for accounting changes were adversely affected by losses recognized on our NMCI contract and another significant commercial contract. Such losses reduced our operating margin by approximately 350 basis points and 440 basis points, respectively, for the nine months ended September 30, 2003 and 2002. Operating income in 2003 was favorably impacted by a $98 million reversal of MCI receivable reserves (70 basis points). Operating income in 2002 was adversely affected by receivable reserves and asset writedowns related to our contractual relationships with MCI and US Airways, both of which filed for bankruptcy during the third quarter of 2002. Such reserves and asset writedowns had a 140 basis point negative impact on our reported 2002 operating margin and a 150 basis point negative impact on our operating margin as adjusted on a pro forma basis for accounting changes. The remaining change between the 2003 operating margin and the 2002 pro forma operating margin as adjusted for accounting changes was primarily due to improved operating margins in our EMEA and U.S. Government units. The operating margin for PLM Solutions was 15.4% for the nine months ended September 30, 2003 compared with 16.0% for the comparable period in 2002. The operating margin for A.T. Kearney was (1.6)% for the nine months ended September 30, 2003 compared with 6.9% for the comparable period in 2002. The decrease in 2003 was due to lower revenues.

 

Our Outsourcing segment generates a substantial majority of its revenues from long-term IT outsourcing agreements, including a number of "mega-deals." A number of these outsourcing agreements have terms that expire in coming years, including our agreement with the U.K. Inland Revenue which expires in June 2004 and our Master Service Agreement with GM which expires in 2006. The termination of either of these agreements would materially adversely affect our revenue and earnings from and after the date of such termination. The extent of such impact on our earnings will be based in part on our ability to reduce the fixed costs associated with these agreements, including property, equipment and software. In addition, the extension of either of these agreements on terms less favorable to us than current terms would also adversely affect our revenue and earnings. 

 

Financial Position

 

At September 30, 2003, we held cash and marketable securities of $3.0 billion, had negative working capital of $16 million, and had a current ratio of 1-to-1. This compares to cash and marketable securities of $1.9 billion, working capital of $3.3 billion, and a current ratio of  1.5-to-1 at December 31, 2002. The decrease in working capital in 2003 was primarily due to the cumulative adjustment resulting from the retroactive adoption of accounting changes (see "Recent Developments" above) which reduced current assets by $2.6 billion, including a reduction in accounts receivable of $2.9 billion, and increased current liabilities by $183 million. Approximately 13% of our cash and cash equivalents and marketable securities at September 30, 2003 were not available for debt repayment due to various commercial limitations on the use of these assets.

 

Days sales outstanding for trade receivables were 54 days at September 30, 2003 compared to 55 days at December 31, 2002. Days sales outstanding for trade receivables were 56 days at December 31, 2002 on a pro forma basis as adjusted for accounting changes. Days payables outstanding at September 30, 2003 decreased to 18 days from 28 days at December 31, 2002. Days payable outstanding were 18 days at

 

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December 31, 2002 on a pro forma basis as adjusted for accounting changes. We expect days payable outstanding to increase in the future as a result of our efforts to improve working capital management.

 

Total debt increased to $6.8 billion at September 30, 2003 from $5.4 billion at December 31, 2002 primarily due to our issuance in June 2003 of $1.1 billion aggregate principal amount of Senior Notes due 2013 and $690 million aggregate principal amount of 3.875% Convertible Senior Notes due 2023 (see "Liquidity and Capital Resources" below). Total debt consists of notes payable, capital leases and commercial paper, and included $1.6 billion of convertible notes at September 30, 2003 and December 31, 2002 that we expect to settle with funds obtained from outstanding forward contracts for the sale of 27 million shares of our common stock at $59.31 per share. The forward contract is 100% collateralized by the holders of the convertible notes. The total debt-to-capital ratio (which includes total debt and minority interests as components of capital) was 53% at September 30, 2003 compared to 43% at December 31, 2002. In conjunction with the issuance of the Senior Notes, we entered into interest rate swap fair value hedges with a notional amount of $1.1 billion under which we receive fixed rates of 6.0% and pay floating rates equal to the six-month London Interbank Offering Rate (1.180% at September 30, 2003) plus 2.275% to 2.494%.

 

Liquidity and Capital Resources

 

Net cash provided by operating activities decreased $328 million to $866 million for the nine months ended September 30, 2003 compared with $1,194 million during the corresponding period of the prior year. The decrease in net cash provided by operating activities was due to a $497 million decrease in earnings, as adjusted to exclude non-cash operating items, partially offset by a $169 million change in working capital items. Net cash used in investing activities decreased $212 million to $912 million for the nine months ended September 30, 2003 compared with $1,124 million during the corresponding period of the prior year. The decrease in net cash used in investing activities was primarily due to proceeds from divested assets of $224 million, a decrease in capital expenditures (as defined below, excluding capital lease payments) of $102 million and a decrease in payments related to acquisitions of $118 million, somewhat offset by an increase in net payments related to marketable securities of $232 million.

 

Free cash flow decreased to $(157) million for the nine months ended September 30, 2003 compared with $137 million during the corresponding period of the prior year. We define free cash flow, which is a non-GAAP measure, as net cash provided by operating activities, less capital expenditures. Capital expenditures is the sum of (i) net cash used in investing activities, excluding proceeds from sales of marketable securities, proceeds from divested assets, payments related to acquisitions, net of cash acquired, and payments for purchases of marketable securities, and (ii) capital lease payments. Free cash flow for the nine months ended September 30, 2003 reflects net cash provided by operating activities of $866 million, less capital expenditures of $1.1 billion. Free cash flow for the nine months ended September 30, 2002 reflects net cash provided by operating activities of $1.2 billion, less capital expenditures of $1.1 billion. We report free cash flow to enable investors to differentiate between cash generated by our ongoing business operations and cash generated or used by events or transactions unrelated to those operations. Free cash flow is also used by management in establishing internal performance targets.

 

Our principal source of liquidity is cash on hand and cash flow from operations. In addition, in September 2003, we completed the renegotiation of our committed credit facilities, resulting in a reduction of the aggregate commitment from $1.25 billion to $1.0 billion. The Company's $625 million Revolving Credit and Term Loan Agreement, which terminated on September 11, 2003, was replaced with a $450 million Three-Year Multi-Currency Revolving Credit Agreement with a syndicate of banks. In addition, our existing $625 million Multi-Currency Revolving Credit Agreement was amended and restated to include financial and other terms similar to the new Three Year Multi-Currency Revolving Credit Agreement and to reduce the commitment thereunder to $550 million. There were no amounts outstanding under our available credit facilities at September 30, 2003 or December 31, 2002.

 

Our credit facilities and indentures governing our long-term notes contain certain covenants, including restrictions on mergers, consolidations and sales of substantially all of the assets of the Company. In addition, our credit facilities contain certain financial and other restrictive covenants that would allow the associated indebtedness to be accelerated in the event of noncompliance. The financial covenants include a minimum net worth requirement, a fixed charge coverage requirement and a leverage ratio requirement. The minimum net worth requirement is calculated each calendar quarter as the sum of: a) $4.925 billion, plus b) 50% of consolidated net income (as defined) excluding losses after September 30, 2003, plus c) 80% of any increase in net worth resulting from issuances of equity interests, plus d) 100% of any increase in net worth resulting from issuances of equity interests related to our convertible notes due in 2004, less e) 50% of one-time charges (as defined) after September 30, 2003 up to a maximum reduction of $625 million, less f) $100 million. The leverage ratio requirement limits our leverage ratio (as defined) to 2.75-to-1 through June 2004, 2.25-to-1 from July 2004 through June 2005, and 2.00-to-1 from July 2005 thereafter.

 

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The fixed charge coverage requirement requires us to maintain a fixed charges ratio (as defined) of no less than 1.10-to-1 through June 2004 and 1.25-to-1 thereafter. We were in compliance with all covenants at September 30, 2003. The following table presents the financial covenant requirements under our credit facilities and the calculated amount or ratios at September 30, 2003 (dollars in millions):

 

		As of and for the Twelve Months Ended September 30, 2003
		Covenant	Actual
	Minimum net worth	$         4,826	$         5,795
	Leverage ratio	2.75-to-1	2.25-to-1
	Fixed charge coverage ratio	1.10-to-1	1.92-to-1

 

We historically have utilized commercial paper facilities to manage short-term working capital fluctuations and as interim financing for acquisitions. However, as a result of recent ratings actions, we no longer intend to access the commercial paper market. We had no commercial paper outstanding at September 30, 2003.

 

In June 2003, we completed the offer and sale of $1.1 billion aggregate principal amount of our 6.0% Senior Notes due 2013 and $690 million aggregate principal amount of our 3.875% Convertible Senior Notes due 2023 in concurrent private offerings. In the event the credit ratings assigned to the 6.0% Senior Notes fall to below Baa3 by Moody's Investor Services, Inc. ("Moody's") or BBB- by Standard & Poor's Rating Services ("S&P"), the interest rate payable on such notes will be increased by 0.50%. If, following such a downgrade, Moody's or S&P subsequently increase the ratings assigned to the notes to at least Baa3 and BBB-, respectively, the interest rate payable on such notes will be decreased by 0.50%.

 

Holders of the Convertible Senior Notes may convert their notes into shares of our common stock under any of the following circumstances: a) during any calendar quarter, if the last reported sale price of our common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter is greater than or equal to 120% or, following July 15, 2010, 110% of the conversion price per share of our common stock on such last trading day; b) if the notes have been called for redemption; c) during any period in which the credit ratings assigned to the notes by either Moody's or S&P is lower than Ba2 or BB, respectively, or the notes are no longer rated by at least one of these rating services or their successors; or d) upon the occurrence of specified corporate transactions. For each $1,000 principal amount of Convertible Senior Notes surrendered for conversion, the holder will receive 29.2912 shares of our common stock (subject to adjustment in certain events), representing an initial conversion price of $34.14 per share of common stock.

 

During October 2003, we redeemed $732 million outstanding principal amount of our zero-coupon convertible notes at the request of the holders of such notes and in accordance with the terms thereof. The remaining $40 million principal amount of such notes may be redeemed at the option of the holders thereof in October 2004 and periodically thereafter.

 

On June 20, 2003, S&P downgraded our long-term credit rating to BBB and our short-term rating to A3, each with a negative outlook. On June 24, 2003, Moody's downgraded our long-term credit rating to Baa3 and our short-term rating to Not Prime, each with a negative outlook, and Fitch downgraded our long-term rating to BBB and our short-term rating to F3, each with a stable outlook. These credit rating agencies could take further adverse actions with respect to our ratings. The following table summarizes our senior long-term debt and commercial paper credit ratings by Moody's, S&P and Fitch at September 30, 2003:
 

		Moody's	S&P	Fitch
	Senior long-term debt	Baa3	BBB	BBB
	Short-term debt	Not Prime	A3	F3

 

 

As a result of the downgrade by Moody's, the maturity of our remaining minimum commitment under a software subscription agreement would have been accelerated. We paid our remaining commitment under that agreement of approximately $227 million, including prepayment costs, on July 1, 2003. 

 

At September 30, 2003, we had $258 million outstanding under a $500 million secured revolving financing arrangement collateralized by trade receivables. In the event certain stated criteria are not complied with or a waiver is not granted, the facility may be terminated and amounts outstanding would be repaid through collection of the collateralized trade receivables. Events of termination under the facility include, but are

 

 

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 not limited to, our long-term debt rating falling below BBB‑ by S&P or Baa3 by Moody's, or events or collection trends materially negatively impacting the collateral.

 

During October 2003, we extended and expanded the securitization facility under which we finance the purchase of capital assets for our NMCI Contract. The facility, originally established in 2001, was amended to, among other things, increase availability thereunder from $600 million to $900 million and extend the term from 2005 to 2007 to be more consistent with the term of the NMCI Contract. Under the terms of this facility, we finance the purchase of capital assets for the NMCI Contract by selling certain financial assets resulting from that contract to a trust ("Trust") classified as a qualifying special purpose entity for accounting purposes. At September 30, 2003, the Trust had external borrowings of $476 million and our beneficial interest was $252 million. The facility used for such borrowings is subject to annual renewal in October of each year, with a repayment period of up to 36 months for outstanding borrowings in the event of non-renewal, and terminates in April 2007. A non-renewal does not trigger recourse to us, but would preclude additional financial asset purchases by the Trust. We have no effective control over the activities of the Trust, and it is legally isolated from us.

 

Client payments are made directly to the Trust, with the excess of the amounts due then paid to us. If the client does not make the required payments under the NMCI Contract, we are not obligated to acquire the underlying assets except upon receipt of notification of the client's intention to terminate the contract due to our breach or the material inaccuracy of certain representations made by us. Certain events give the Trust the right to retain all client payments under the NMCI Contract until the Trust's external borrowings are repaid. These events include the cancellation of the NMCI Contract by the client, our performance default of any payment obligation or of any covenant under the facility, a material adverse change in our operations that materially adversely affects our ability to perform our duties under the transaction documents, our failure to be in compliance with the financial covenants in our credit facilities, or client payments under the NMCI Contract falling below minimum levels. We are obligated to pay any remaining amounts due the Trust not collected through contract payments approximately 180 days (90 days in certain circumstances) after termination of the NMCI Contract. We consider the likelihood of the occurrence of any of these events to be remote.

 

Our credit facilities, the indentures governing our long-term notes, our revolving secured financing arrangement, the securitization facility for the NMCI contract and certain other debt instruments contain cross-default provisions with respect to a default in any payment under, or resulting in the acceleration of, indebtedness greater than $50 million.  In addition, our credit facilities contain a cross-default provision with respect to a default by us resulting in the acceleration of $100 million or more of amounts outstanding under one or more of the client supported financing transactions described below. 

 

In connection with certain service contracts, we may arrange a client supported financing transaction ("CSFT") with our client and an independent third-party financial institution or its designee. The use of these transactions enables us to offer clients more favorable financing terms. These transactions also enable the preservation of our capital resources and allow us to avoid client credit risk relating to the repayment of the financed amounts. Under these transactions, the independent third-party financial institution finances the purchase of certain IT-related assets and simultaneously leases those assets for use in connection with the service contract. The use of a CSFT on a service contract results in lower contract revenue and expense to EDS over the contract term.

 

In the CSFT transactions, client payments are made directly to the financial institution providing the financing. If the client does not make the required payments under the service contract, under no circumstances do we have an ultimate obligation to acquire the underlying assets unless our nonperformance under the service contract would permit its termination, or we fail to comply with certain customary terms under the financing agreements, including, for example, covenants we have undertaken regarding the use of the assets for their intended purpose. We consider the possibility of our failure to comply with any of these terms to be remote.

 

At September 30, 2003, the estimated future asset purchases that will be financed under existing arrangements was $830 million. The aggregate dollar value of assets purchased under our CSFT arrangements and securitization facility was $94 million and $38 million, respectively, during the three months ended September 30, 2003 and 2002. As of September 30, 2003, there were outstanding an aggregate of $590 million under CSFTs yet to be paid by our clients. In the event a contract may be terminated due to nonperformance, we would be required to acquire only those assets associated with the outstanding amounts for that contract. Net of repayments, the estimated future maximum amount outstanding under existing financing arrangements is not expected to exceed $1.4 billion. We believe we have sufficient alternative sources of capital to directly finance the purchase of IT capital assets to be used for current or future service contracts with or without the use of these transactions.

 

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The following table summarizes CSFT and securitization financing activities since we began using these arrangements in 1995 (in millions):

 

The following table summarizes CSFT and securitization financing activities for the nine months ended September 30, 2003 (in millions):
 

Certain of our financing transactions involving IT-related assets have been conducted with entities that are considered "variable interest entities" as that term is used in Financial Accounting Standards Board ("FASB") Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest Entities. See Note 13 of Notes to unaudited condensed consolidated financial statements for further information.

New Accounting Standards
 

In May 2003, the EITF reached a consensus on Issue 01-8, Determining Whether an Arrangement Contains a Lease ("EITF 01-8"). Under the provisions of EITF 01-8, arrangements conveying the right to control the use of specific property, plant or equipment must be evaluated to determine whether they contain a lease. The Company enters into contracts for the long-term supply and sale of IT services and systems that, depending on the facts and circumstances, could be subject to EITF 01-8. The new rules will be applied prospectively to such contracts entered into or modified after July 1, 2003. Accordingly, the impact of EITF 01-08 on the Company's future results of operations and financial position will depend on the terms contained in contracts signed after such date. The impact of EITF 01-8 on our results of operations and financial position during the third quarter of 2003 was not material.

 

ITEM 4.   CONTROLS AND PROCEDURES

 

EDS carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2003. This evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer.  

 

In designing and evaluating our disclosure controls and procedures and internal controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Based upon their evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective to ensure that material information relating to EDS and its consolidated subsidiaries is gathered on a timely basis to be included in our periodic reports.

 

There has been no change in our internal controls over financial reporting that occurred during the three months ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II

 

ITEM 1.  LEGAL PROCEEDINGS

 

As described in our Form 10-K for the year ended December 31, 2002, we and certain of our former officers are defendants in numerous purported shareholder class action suits filed from September through December 2002 in response to our September 18, 2002 earnings pre-announcement, publicity about certain equity hedging transactions that we had entered into, and the drop in the price of EDS common stock. The cases allege violations of various federal securities laws and common law fraud based upon purported misstatements and/or omissions of material facts regarding our financial condition. In addition, five purported class action suits were filed on behalf of participants in the EDS 401(k) Plan against us, certain of our current and former officers and, in some cases, our directors, alleging the defendants breached their fiduciary duties under the Employee Retirement Income Security Act ("ERISA") and made misrepresentations to the class regarding the value of EDS shares. Our motions to centralize all of the foregoing cases in the U.S. District Court for the Eastern District of Texas have been granted. 

 

As described in our Form 10-Q for the quarter ended March 31, 2003, representatives of two committees responsible for administering the EDS 401(k) Plan notified us of their demand for payment of amounts they believe are owing to plan participants under Section 12(a)(1) of the Securities Act of 1933 (the "Securities Act") as a result of an alleged failure to register certain shares of our common stock sold pursuant to the plan during a period of approximately one year ending on November 18, 2002. The committee representatives have asserted that plan participants to whom shares were sold during the applicable period are entitled to receive a return of the amounts paid for the shares, plus interest and less any income received, upon tender of the shares to us. We believe we can assert arguments and defenses that could significantly reduce or eliminate any liability. However, some of the legal principles involved in these arguments and defenses are subject to significant uncertainties.

 

On July 7, 2003, the lead plaintiff in the consolidated securities action described above and the lead plaintiffs in the consolidated ERISA action described above each filed a consolidated class action complaint. The amended consolidated complaint in the securities action alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), Rule 10(b)(5) thereunder and Section 20(a) of the Exchange Act. The plaintiffs allege that we and certain of our current and former officers made false and misleading statements about the financial condition of EDS, particularly with respect to the NMCI Contract and the accounting for that contract. The class period is alleged to be from February 7, 2001 to September 18, 2002. The consolidated complaint in the ERISA action alleges violation of fiduciary duties under ERISA by some or all of the defendants and violation of Section 12(a)(1) of the Securities Act by selling unregistered EDS shares to plan participants. The named defendants are EDS and, with respect to the ERISA claims, certain current and former officers of EDS, members of the Compensation and Benefits Committee of our Board of Directors, and certain current and former members of the two committees responsible for administering the plan. We intend to defend these actions vigorously. As these actions are in an early stage, we are not able to determine the actual impact on us or our consolidated financial statements.  On November 10, 2003, a hearing on our motion to dismiss the consolidated securities action and the consolidated ERISA action was held before the U.S. District Court for the Eastern District of Texas.

 

In addition, as previously disclosed, there are three derivative complaints filed by shareholders in the District Court of Collin County, Texas against our directors and certain former officers and naming EDS as a nominal defendant. The actions allege breach of fiduciary duties, abuse of control and gross mismanagement based upon purported misstatements and/or omissions of material facts regarding EDS' financial condition similar to those raised in the purported class actions described above. These cases have been consolidated into a single action in the District Court of Collin County, Texas. We intend to defend this action vigorously. As this action is in an early stage, we are not able to determine the actual impact on our consolidated financial statements.

 

As previously disclosed, the SEC staff is conducting a formal investigation relating to our purchase and settlement of forward contracts related to our common stock and information regarding events leading up to our third quarter 2002 earnings guidance announcement. Following our announcement that we recognized a $334 million loss on the NMCI Contract in the first quarter of 2003, the SEC staff also requested certain documents related to that contract. In addition, the SEC staff has requested certain documents related to customer contracts that contain prepayment provisions. We will continue to cooperate with the SEC staff in its investigation. We are unable to predict the outcome of the investigation or any action that the SEC might take.

 

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ITEM 5.  OTHER INFORMATION

 

The scheduled date of our 2004 Annual Shareholder Meeting has been changed from April 23, 2004 (as indicated in our 2003 proxy materials) to May 25, 2004. This change does not impact the date by which shareholder proposals intended to be presented at our 2004 Annual Shareholder Meeting and included in our proxy materials for that meeting must be received under applicable SEC rules (December 11, 2003, as indicated in our 2003 proxy materials). However, under our Bylaws, this change will result in an extension of the date by which advance notice of nominations for directors and items of business must be given by shareholders from January 26, 2004 (as indicated in our 2003 proxy materials) to February 27, 2004. We refer you to "Additional Information: Shareholder Proposals for 2004 Annual Meeting" in our 2003 proxy statement for a discussion of certain procedures that shareholders must follow under our Bylaws to nominate persons for election as directors or to introduce an item of business at an annual meeting.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)           Exhibits

 

	10.1	Three-Year Multi-Currency Revolving Credit Agreement dated as of September 29, 2003, among EDS, Citicorp North America, Inc., as Administrative Agent, Bank of America, N.A. and Citicorp North America, Inc, as Joint Syndication Agents, and the other lenders named therein.
	10.2	Amendment and Restatement Agreement dated as of September 29, 2003 among EDS, the lenders party thereto and Citibank, N.A., as Administrative Agent under the Multi-Currency Revolving Credit Agreement dated as of September 15, 1999, among EDS, the financial institutions party thereto, including Bank of America, N.A., JPMorgan Chase Bank, and Citibank, N.A., as Agents, Banco Santander Central Hispano, S.A.-New York Branch, The Dai-ichi Kangyo Bank, Limited, New York Branch, PNC Bank National Association and Wachovia Bank, N.A., as Co-Agents, and Citibank, N.A., as administrative agent.
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(b)           Reports on Form 8-K

 

During the quarter ended September 30, 2003, EDS filed or furnished the following Current Reports on Form 8‑K:

 

	(i)	Current Report on Form 8-K dated July 23, 2003 reporting under Item 9 - Regulation FD Disclosure, EDS' financial results for the quarterly period ended June 30, 2003. Such information was furnished under Item 12 of Form 8-K but presented under Item 9 in accordance with the SEC's interim guidance.
	(ii)	Current Report on Form 8-K dated September 29, 2003 reporting under Item 9 - Regulation FD Disclosure, the completion of the renegotiation of EDS' committed lines of credit.

 

 

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SIGNATURES

 

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

 

 

 

                                                                                                                            ELECTRONIC DATA SYSTEMS CORPORATION

                                                                                                                                                       & nbsp;      (Registrant)

 

 

 

Dated: November 13, 2003                                                                              By:                   /s/ Robert H. Swan                             

                                                                                                                                                       & nbsp;   Robert H. Swan

                                                                                                                                               Executive Vice President and

                                                                                                                                                    Chief Financial Officer

                                                                                                                                                (Principal Financial Officer)

 

 

 

Dated: November 13, 2003                                                                               By:                 /s/ Scot H. McDonald                         

                                                                                                                                                       & nbsp; Scot H. McDonald

                                                                                                                                        Vice President, Corporate Controller

                                                                                                                                               and Chief Accounting Officer

                                                                                                                                             (Principal Accounting Officer)

 

 

 

 

 

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