UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 56519 / September 25, 2007
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 2725 / September 25, 2007
ADMINISTRATIVE PROCEEDING
File No. 3-12825
In the Matter of
ELECTRONIC DATA
SYSTEMS CORPORATION,
Respondent.
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS, MAKING
FINDINGS AND IMPOSING A CEASE-
AND-DESIST ORDER PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934
I.
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities
Exchange Act of 1934 (“Exchange Act”) against Electronic Data Systems Inc. (“Respondent” or
“EDS”).
II.
In anticipation of the institution of these proceedings, EDS has submitted an Offer of
Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purposes
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to
which the Commission is a party, and without admitting or denying the findings herein, except as
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings,
Making Findings and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the
Exchange Act (“Order”), as set forth below.
III.
On the basis of this Order and Respondent’s Offer, the Commission finds that:1
A.
RESPONDENT
EDS is a Delaware corporation headquartered in Plano, Texas. EDS is in the business of
providing information technology services. Its common stock is registered with the Commission
pursuant to Section 12(b) of the Exchange Act and trades on the New York Stock Exchange. In
1995, EDS acquired A.T. Kearney, Inc., a management consulting firm with operations in 37
countries (“ATK”). In January 2006, EDS comple