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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission File No. 01-11779

[EDS LOGO]

ELECTRONIC DATA SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

5400 Legacy Drive, Plano, Texas 75024-3199

(Address of principal executive offices, including ZIP code)

Registrant’s telephone number, including area code: (972) 604-6000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

As of June 30, 2003, the aggregate market value of the voting stock held by non-affiliates of the registrant (based on the closing price on such date as reported on the New York Stock Exchange Composite Transactions) was approximately $10,250,000,000.

There were 481,421,936 shares of the registrant’s common stock outstanding as of January 31, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 25, 2004 are incorporated by reference in Part III.

PART I

Overview

Electronic Data Systems Corporation, or EDS, is a leading global provider of information technology and business process outsourcing services. We bring together the world’s best technologies to help clients eliminate boundaries, collaborate in new ways, establish their customers’ trust and continuously seek improvement. A.T. Kearney, a high-value management consultancy, and UGS PLM Solutions, a leading provider of product lifecycle management, or PLM, software applications and related services, each operate as separate subsidiaries of EDS.

As of December 31, 2003, we employed approximately 132,000 persons in the United States and approximately 60 countries around the world. Our principal executive offices are located at 5400 Legacy Drive, Plano, Texas 75024, telephone number: (972) 604-6000.

Our predecessor was incorporated in Texas under the name Electronic Data Systems Corporation in 1962. In 1984, General Motors Corporation, or GM, acquired all of the capital stock of our predecessor, and we remained a wholly owned subsidiary of GM until our split-off in June 1996. As a result of the split-off, we became an independent, publicly held Delaware corporation. Unless the context otherwise requires, references to EDS include its predecessor and subsidiaries.

We make available free of charge on our Web site at www.eds.com/investor our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission, or SEC. We also make available on our Web site other reports filed with the SEC under the Securities Exchange Act of 1934, including our proxy statements and reports filed by officers and directors under Section 16(a) of that Act. We do not intend for information contained in our Web site to be part of this Form 10-K.

EDS Services

Our primary business is information technology and business process outsourcing services. EDS founded the information technology, or IT, outsourcing industry more than 40 years ago. Today, we deliver infrastructure, application and business process outsourcing services to clients in the manufacturing, financial services, healthcare, communications, energy, transportation, and consumer and retail industries and to governments around the world.

During 2003, our IT and business process outsourcing services, which had been conducted through the Operations Solutions and Solutions Consulting lines of business, were transitioned to a unified portfolio within our new operating model comprised of our Global Sales & Client Solutions, Service Delivery and Portfolio Management organizations. This model is designed to allow us to go to market with a single face to the client, consolidate our global delivery capabilities, focus our product and portfolio management, and establish a competitive cost structure aligned with market demand. Our Global Sales & Client Solutions organization provides a single point of accountability for client relationships and serves as the center for EDS’ industry expertise. Our Service Delivery organization integrates and manages the delivery of our services on a global basis, taking advantage of the scale of our capacity as well as best practices, tools and processes to deliver high-quality service in a cost-effective and responsive fashion. Portfolio Management works with our other organizations to develop our range of service offerings and determines their strategic direction.

Infrastructure Services. EDS Infrastructure Services delivers hosting, storage, desktop, helpdesk, security and privacy, and communications services that enable clients to drive down their total cost of ownership and increase the productivity of their IT environment across the globe. Infrastructure Services include:

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Applications Services. EDS Applications Services helps organizations plan, develop, integrate and manage custom applications, packaged software and industry-specific solutions. We offer applications development and management services on an outsourced or project basis. Services range from outsourcing of all application development and systems integration to the management and implementation of EDS-owned or third-party industry applications. Benefits to clients for these services can include reduced costs, extended value of technology investments, information sharing and enhanced ability to adapt to market changes. Our Applications Services include the following:

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Applications Services offerings and capabilities are available via the EDS Global Delivery Model, including the EDS Best Shore^SM delivery approach which offers clients the ability to develop and manage applications in one or more of our solution centres strategically located in cost-effective countries. The delivery of our services with the EDS Best Shore^SM capability offers a lifecycle approach to on-shore, near-shore and offshore applications development and management with globally integrated, consistent work processes and tools and project-sharing at multiple facilities for 24 hours a day, seven days a week development.

Business Process Outsourcing Services. Business Process Outsourcing, or BPO, continues to be one of the fastest growing market segments in the IT services industry and an important element of our strategy to enlarge our business services footprint. BPO enables clients to achieve economies of scale by leveraging a shared-services model which allows them to trade fixed costs for variable costs. Our BPO service lines include: Administrative Process Management; Customer Relationship Management; Enterprise Shared Services, which is comprised of Human Resources, Finance and Accounting and Procurement; and Financial Process Management.

A.T. Kearney

A.T. Kearney, a leading global management consultancy, became a subsidiary of EDS in 1995. The firm provides clients with management consulting services related to strategy, organization, operations, and technology and transformation, as well as executive search services. A.T. Kearney addresses issues on the CEO’s agenda by developing and helping to implement innovative strategies that bring results.

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A.T. Kearney serves clients through practice teams focused on major industries, including: automotive; consumer products and retail; communications, media and entertainment; financial institutions; high tech; pharmaceuticals/healthcare; process industries; aerospace and defense; transportation and travel; utilities; and government. The firm works in collaboration with other EDS lines of business. Services provided by A.T. Kearney include the following:

UGS PLM Solutions

UGS PLM Solutions, the product lifecycle management (PLM) subsidiary of EDS, is a leading global provider of product data management, collaboration and product design software applications and related services. UGS PLM develops, markets and supports a comprehensive suite of applications that address all phases of the product lifecycle, including concept development, design, analysis and testing, manufacturing, service and maintenance, and retirement. Its software applications enable global manufacturing organizations to improve product design and quality, streamline product development and manufacturing processes, and optimize the management of product information, thereby reducing costs and time-to-market cycles and enhancing product innovation. UGS PLM’s customers use its applications to perform advanced product design and simulation utilizing three-dimensional, or 3-D, digital technology. The company’s collaborative applications allow users to share product-related information through Web-based collaborative technologies in real-time. These collaborative technologies allow for information sharing both among departments of an organization, including product design, manufacturing, procurement, finance and sales, as well as across its extended enterprise, including suppliers, outsourcing partners and customers. UGS PLM’s applications provide solutions for the four principal segments of the PLM software market:

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UGS PLM has more than 41,000 customers, consisting primarily of original equipment manufacturers and their suppliers, as well as educational institutions. Its applications are primarily used in industries with complex product development processes and intensive data sharing requirements, including the automotive and transportation, aerospace and defense, consumer products, equipment and machinery and electronics industries, as well as other industries.

In connection with our efforts to focus on our core IT outsourcing services business, we entered into a definitive agreement dated March 12, 2004 to sell a 100% equity interest in UGS PLM Solutions to a consortium of three private equity firms. The transaction is expected to close by the end of the second quarter of 2004, pending regulatory approvals.

Revenues

Our fees are generally paid pursuant to contracts with our clients. These contracts may provide for both fixed and variable fee arrangements. The terms of our client contracts generally range from less than one year in the management consulting business to up to 10 or more years in our IT outsourcing business.

Other than GM, no one client accounted for more than 10 percent of our total revenues in any of the past three years. Approximately 47% of our 2003 revenues were generated outside the United States.

Certain IT outsourcing agreements contain third-party benchmarking provisions which generally permit contractual rates to be compared to a range of market rates for comparable services on a periodic basis over the term of the agreement. We refer you to the “Overview – Client Contract Matters” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of these provisions.

Approximately $3.2 billion of our 2003 revenues were attributable to the U.S. federal government, including our Navy Marine Corps Intranet (“NMCI”) contract discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Contracts with the U.S. federal government are subject to various attributes that differ from other commercial contracts, including modifications in scope of work due to changing customer requirements, annual funding constraints of the federal government and the indefinite delivery/indefinite quantity characteristics of certain federal government contracts.

Services for General Motors

Approximately 10.5% of our total revenues in 2003 was attributable to GM and its affiliates. We are the primary provider of data processing and other IT services for GM and certain of its affiliates worldwide, including integrated information systems for health and benefits, engineering systems support, office automation, and plant automation functions. The loss of GM as an ongoing major customer would have a material adverse effect on EDS. We refer you to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information regarding our revenues from GM.

Immediately prior to our split-off from GM in 1996, we entered into a Master Service Agreement, or MSA, with GM that serves as a framework for the negotiation and operation of service agreements for certain “in-scope” IT services (as defined in the MSA) we provide to GM on a worldwide basis. These “in-scope” services accounted for approximately $1.8 billion of the $2.3 billion of our GM revenues in 2003. The remainder was attributable to goods and services provided outside the scope of the MSA.

The term of the MSA will continue until June 2006 and may be extended by mutual agreement of the parties. In addition, the MSA may be terminated by GM if there occurs a “change of control” of EDS and other conditions are met (including a determination by GM’s Board of Directors that there is substantial uncertainty about our ability to perform our obligations under the MSA or any other significant threat to our business relationship with GM). A termination of the MSA 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 our services to GM, including property, equipment and software. In addition, the extension of the MSA on terms less favorable to us than current terms would also adversely affect our revenue and earnings. We refer you to the MSA, which has been filed with the SEC, for a description of the other terms and conditions of that agreement, including certain market testing procedures to test the competitiveness of our services.

Strategic Alliances

We maintain multiple technology practices and platforms to enable us and our clients to select the right vendor for specific needs. The EDS Alliance Program focuses on building and managing global alliances that enable us to realize our strategic objectives and deliver competitive differentiation for our clients’ businesses. We believe our strategic alliances help us provide clients with the best solutions at a superior value. We have global enterprise-wide alliances with leading hardware, software, storage and networking firms, such as Cisco Systems, Dell, Microsoft, Sun Microsystems and Xerox. We also have business alliances with companies selected to provide specific, focused expertise within certain horizontal or industry segments and solution alliances that support a specific solution or offering in our portfolio.

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UGS PLM has established business alliance programs with complementary software, hardware and service providers to extend the scope of its application offerings into specialized areas of the PLM market and provide its customers with a broad base of support for implementation of applications. These programs leverage and extend its core application offerings and internal capabilities for providing service and support to customers. UGS PLM’s business alliance relationships focus on the promotion of its technologies as industry standards.

Competition

The IT services market remains fragmented and highly competitive. We face competition from companies providing IT outsourcing and business process outsourcing solutions. Our principal competitors in the infrastructure services market, including hosting services and desktop services, are IBM Global Services, Computer Sciences Corporation (“CSC”), Hewlett-Packard Services, Unisys Services and Fujitsu. Our principal competitors in the applications services market are IBM Global Services, Accenture Ltd., Bearing Point, Cap Gemini Ernst & Young, Deloitte Consulting and CSC. Our principal competitors in the BPO market are Accenture Ltd., Affiliated Computer Services, Convergys, Fiserv and Concord EFS. In addition to these competitors, we increasingly see competition from niche offshore providers, primarily India-based competitors.

A.T. Kearney typically competes against McKinsey & Company, Bain & Company, Booz Allen & Hamilton, Boston Consulting Group, Accenture Ltd. and Deloitte Consulting.

Principal competitors of UGS PLM Solutions include generalist computer-aided design, or CAD, and product development software vendors that offer broad-range systems, such as Dassault Systèmes S.A. and Parametric Technology Corporation. UGS PLM also experiences competition from niche product data management, or PDM, vendors such as Agile Software Corporation and MatrixOne, niche software vendors in the CAD, computer-aided manufacturing (CAM) or computer-aided engineering (CAE) markets, and enterprise resource planning software providers, such as SAP AG and Oracle Corporation.

Technology and its application within the business enterprise are in a rapid and continuing state of change as new technologies continue to be developed, introduced and implemented. We believe to continue to compete effectively we must develop and market offerings that meet changing user needs and respond to technological changes on a timely and cost-effective basis.

Patents, Proprietary Rights and Licenses

We hold a number of patents and pending patent applications in the United States and other countries. Our policy generally is to pursue patent protection we consider necessary or advisable for the patentable inventions and technological improvements of our business. We also significantly rely on trade secrets, copyrights, technical expertise and know-how, continuing technological innovations and other means, such as confidentiality agreements with employees, consultants and clients, to protect and enhance our competitive position.

Some of our business areas are highly patent-intensive. Many of our competitors have obtained, and may obtain in the future, patents that cover or affect services or products directly or indirectly related to those we offer. We routinely receive communications from third parties asserting patent or other rights covering our products and services. We may not be aware of all patents containing claims that may pose a risk of infringement by our products and services. In general, if one or more of our products or services infringe patents held by others, we would be required to cease developing or marketing such products or services, obtain licenses from the holders of the patents, or redesign our products or services to avoid infringing the patent claims. There is no assurance that we would be able to take any of such remedial actions or, if we are able to do so, that the costs incurred would not be significant.

We are not aware of any pending patent or proprietary right disputes that would have a material adverse effect on our consolidated financial position or results of operations.

Regulation

Various aspects of our business are subject to governmental regulation in the United States and other countries in which we operate. Failure to comply with such regulation may, depending upon the nature of the noncompliance, result in the suspension or revocation of any license or registration at issue, the termination or loss of any contract at issue or the imposition of contractual damages, civil fines or criminal penalties. We have experienced no material difficulties in complying with the various laws and regulations affecting our business.

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As of December 31, 2003, we operated approximately 321 locations in 44 states and 237 cities in the United States and 419 locations in 244 cities in 43 countries outside the United States. At such date, we owned approximately 6.9 million square feet of space and leased from third parties approximately 22.6 million square feet of space. Our global headquarters campus in Plano, Texas, contains approximately 3.2 million square feet of office and data center space. Other than the 1.6 million square foot EDS Centre building, which we lease for an initial term expiring in 2022 (with certain fixed price purchase options during and at the end of the initial term), we own all buildings and real estate comprising the Plano campus.

We operate 15 large scale Service Management Centers, or SMCs, to service our IT outsourcing operations in locations throughout the United States and in Australia, Brazil, Canada, France, Germany, the Netherlands and the United Kingdom. In addition, we operate approximately 94 Solution Centres in locations throughout the world from which our staff provides applications services. We also operate service delivery centers, or SDCs, at customer-owned sites or EDS-owned or leased facilities throughout the world. SDCs usually support a single or small number of clients with more specialized requirements than those supported at the large scale, multiple customer SMCs or our Solution Centres. Our leased properties consist primarily of office, warehouse, Solutions Centre, SDC and non-U.S. SMC facilities. Lease terms are generally five years or, for leases related to a specific client contract, generally have a term concurrent with that contract. We do not anticipate any difficulty in obtaining renewals or alternative space upon expiration of our existing leases. In addition to our owned and leased properties, we occupy office space at client locations throughout the world. Such space is generally occupied pursuant to the terms of the relevant client contract.

We believe that our facilities are suitable and adequate for our business. We periodically review our space requirements and consolidate and dispose of or sublet facilities we no longer require for our business and acquire new space to meet the needs of our business.

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.

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 EDS 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 10b-5 thereunder and Section 20(a) of the Exchange Act. The plaintiffs allege that we and certain of our former officers made false and misleading statements about our financial condition, 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 of our current and former officers, 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. Our motions to dismiss the consolidated securities action and the consolidated ERISA action were denied by the U.S. District Court for the Eastern District of Texas on January 13, 2004 and February 3, 2004, respectively. 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.

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In addition, 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 us 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 our 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. This action will be defended vigorously. As this action is in an early stage, we are not able to determine the actual impact on our consolidated financial statements.

On February 25, 2004, a derivative complaint was filed by a shareholder against certain current and former directors in the United States District Court for the Eastern District of Texas. The plaintiff relies upon substantially the same factual allegations as the consolidated securities action discussed above. However, the plaintiff brings the suit on behalf of EDS against the named defendants claiming that they breached their fiduciary duties by failing in their oversight responsibilities and by making and/or permitting material, false and misleading statements to be made concerning our business prospects, financial condition and expected financial results which artificially inflated our stock and resulted in numerous class action suits. Plaintiff seeks contribution and indemnification from the defendants for the claims and litigation resulting from the defendants’ alleged breach of their fiduciary duties. This action will be defended vigorously. As this action is in an early stage, we are not able to determine the actual impact on our consolidated financial statements.

The SEC staff is conducting a formal investigation relating to our purchase and settlement of forward contracts in connection with our program to manage the future stock issuance requirements of our employee stock incentive plans, customer contracts that contain prepayment provisions, and the events leading up to our third quarter 2002 earnings guidance announcement. The SEC staff has also requested certain documents related to our NMCI contract, including information regarding the write-off of deferred costs related to that contract in the fourth quarter of 2003. The investigation is ongoing, and we will continue to cooperate with the SEC staff. We are unable to predict the outcome of the investigation, the SEC’s views of the issues being investigated or any action that the SEC might take.

From time to time, we are involved in various other litigation matters arising in the ordinary course of our business. We do not believe that disposition of any such current matter will have a material adverse effect on our consolidated financial position or results of operations.

None submitted.

EXECUTIVE OFFICERS OF EDS

The following sets forth certain information with respect to the executive officers of EDS as of March 1, 2004:

Michael H. Jordan, 67, has been Chairman and Chief Executive Officer of EDS since March 2003. Mr. Jordan was Chairman and Chief Executive Officer of CBS Corporation (formerly Westinghouse Electric Corporation) from July 1993 until December 1998. Prior to joining Westinghouse, he was a principal with the investment firm of Clayton, Dubilier and Rice from September 1992 through June 1993, Chairman of PepsiCo International from December 1990 through July 1992 and Chairman of PepsiCo World-Wide Foods from December 1986 to December 1990.

Jeffrey M. Heller, 64, rejoined EDS in March 2003 as President and Chief Operating Officer and a director. Mr. Heller retired from EDS in February 2002 as Vice Chairman, a position he had held since November 2000. He had served as President and Chief Operating Officer of EDS from 1996 to November 2000, Senior Vice President from 1984 to 1996, and Chairman of EDS’ UGS PLM Solutions subsidiary (then operating as Unigraphics Solutions Inc.) from January 1999 to February 2001. Mr. Heller joined EDS in 1968 and has served in numerous technical and management capacities. Mr. Heller is a director of Trammell Crow Company.

Anthony Affuso, 57, has been President and Chief Executive Officer of our UGS PLM Solutions subsidiary since July 2000. He had served as Vice President and later as Executive Vice President of Products and Operations of UGS PLM Solutions from January 1998 to July 2000, and as Vice President of Software Development and Marketing of that business, then operated as a division of EDS, from March 1992 to December 1997. Mr. Affuso joined EDS in 1984 as Director of Strategic Planning and Technology Development. Before joining EDS, he was responsible for design and manufacturing automation with Xerox Corporation for 12 years.

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David M. Clementz, 58, has been Executive Vice President, Service Delivery since December 2003. He has oversight responsibility for the integration and management of the delivery of our IT outsourcing services on a global basis. Prior to joining EDS in December 2003, Mr. Clementz was employed at ChevronTexaco Corp. and Chevron Corp. for more than 30 years, most recently as Enterprise Chief Information Officer and President of ChevronTexaco Information Company from September 2001 to August 2003, President of Chevron eBusiness Development Company from 2000 to September 2001, President of Chevron Information Technology Company from 1997 to September 2001, and President of Chevron Petroleum Technology Company from 1994 to 1997.

Charles S. Feld, 61, has been Executive Vice President, Portfolio Management of EDS since January 2004. Mr. Feld has oversight responsibility for the development and strategic direction of our service offerings. From 1992 to January 2004, he served as Chief Executive Officer and President of The Feld Group, Inc., a technology management firm founded by him and acquired by EDS in January 2004. During that period, Mr. Feld served in technology positions at numerous Feld Group clients, including as Chief Information Officer at First Data Resources, a division of First Data Corp., from 2000 to 2002 and Chief Information Officer of Delta Air Lines from 1997 to 2000. Prior to establishing The Feld Group, Mr. Feld had served as Chief Information Officer of the Frito-Lay subsidiary of PepsiCo, Inc. since 1981. His association with that company began in 1970 as a systems engineer for International Business Machines Corporation.

D. Gilbert Friedlander, 57, has been Executive Vice President and General Counsel of EDS since October 2003 and served as Senior Vice President and General Counsel from June 1996 to October 2003 and Vice President and General Counsel from October 1992 to June 1996. He has been Secretary of EDS since 1996. Mr. Friedlander has oversight responsibility for our legal affairs on a global basis and is responsible for our Office of Ethics and Business Conduct. Prior to joining EDS in 1992, Mr. Friedlander was a shareholder in a Dallas law firm specializing in corporate, securities and general business law.

Heinz (Henner) L. Klein, 58, has been Chief Executive Officer of A.T. Kearney, our management consultancy subsidiary, since December 2003. He had been designated unit leader of A.T. Kearney’s Northern Europe Profit Center from January 2001 to December 2003 and Unit Head of A.T. Kearney Benelux from September 1997 to December 2001. Prior to joining A.T. Kearney in 1982, Mr. Klein was the Director of Distribution in the consumer products industry for a division of Dr. Oetker from January 1979 to 1981, and worked in various management positions with the Buying Distribution department of Procter & Gamble Germany from March 1973 to December 1978. He is a German citizen.

Stephen F. Schuckenbrock, 43, has been Executive Vice President, Global Sales & Client Solutions of EDS since January 2004. Mr. Schuckenbrock has oversight responsibility for our sales organizations and centers of industry expertise. Prior to joining EDS, he had served as Chief Operating Officer of The Feld Group, Inc., a technology management firm acquired by EDS in January 2004, since July 2000. Before joining The Feld Group in July 2000, Mr. Schuckenbrock led several technology organizations within PepsiCo, Inc., including serving as Chief Information Officer of PepsiCo from April 1998 to June 2000 and Chief Information Officer of its Frito-Lay subsidiary from June 1995 to April 1998. Before joining PepsiCo, he was a partner of The Feld Group from 1993 to 1995. Mr. Schuckenbrock began his career at International Business Machines Corporation in 1983, where he was employed in a variety of sales and technology management positions for 10 years.

Tina Sivinski, 47, has been Executive Vice President, Human Resources of EDS since October 2003 and served as Senior Vice President, Human Resources from October 2002 to October 2003. She has oversight responsibility for our compensation and benefits, diversity, center of learning, and HR business partner functions. Prior to that time, she was President of EDS’ Global Energy Industry Solutions group from August 2001 to October 2002. Before joining EDS, Ms. Sivinski was Vice President of Strategic Marketing, Sales and Business Development for GrandBasin, a Halliburton Company, from November 2000 to May 2001, a Vice President of Science Applications International from January 2000 to November 2000 and was employed by Data General Corp from 1980 to December 1999, most recently as a Vice President.

Robert H. Swan, 43, has been Executive Vice President and Chief Financial Officer of EDS since February 2003. Mr. Swan has oversight responsibility for our treasury, enterprise productivity, financial analysis, tax, controller, administration, global sourcing, merger and acquisition, investor relations and audit functions. Prior to joining EDS, he was Executive Vice President and Chief Financial Officer of TRW Inc. from July 2001 to December 2002. Mr. Swan served in executive positions at Webvan Group, Inc. from 1999 to 2001, including Chief Executive Officer from April to July 2001, Chief Operating Officer from September 2000 to July 2001 and Chief Financial Officer from October 1999 to July 2001. (Webvan filed a voluntary petition for Chapter 11 bankruptcy in July 2001.) He held various financial positions in General Electric Company from 1985 to 1999, including Chief Financial Officer, GE Lighting, from May 1998 to October 1999, Vice President, Finance, GE Medical Systems Europe, from January 1997 to May 1998 and Chief Financial Officer, GE Transportation Systems from October 1994 to January 1997.

Executive officers serve at the discretion of our Board of Directors.

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PART II

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “EDS.” The table below shows the range of reported per share sales prices on the NYSE Composite Tape for the common stock for the periods indicated.

The last reported sale price of the common stock on the NYSE on March 1, 2004 was $19.00 per share. As of that date, there were approximately 129,000 record holders of common stock.

EDS declared quarterly dividends on the common stock at the rate of $0.15 per share for each quarter of 2002 and 2003.

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(in millions, except per share amounts)