In January 2003, we acquired CyberRep, Inc. ( CyberRep ), which is included in our commercial segment. CyberRep provides
customer care and customer relationship management services for the telecommunications, wireless communications,
technology, and consumer products industries. The transaction was valued at $42 million plus transaction costs. CyberRep's
operating results are included in our consolidated financial statements from the effective date of the acquisition, January 1, 2003.
We completed four other acquisitions during fiscal 2003, all of which were included in our state and local governments
Significant Developments Fiscal Year 2002
During fiscal 2002, we signed significant new contracts with new clients and incremental business with existing clients
representing $478 million of annual recurring new revenue. We acquired eight companies in fiscal year 2002, two of which
serve our state and local segment, four of which serve our commercial segment, one of which serves our federal segment,
and AFSA, which serves all three segments.
In August 2001, we acquired IMS, a wholly owned subsidiary of Lockheed Martin Corporation, now known as ACS State
and Local Solutions, for $825 million plus transaction costs. ACS State and Local Solutions, with its principal offices
located in Washington, D.C. and approximately 4,800 employees primarily throughout the United States, provides services
to state and local government agencies in child support enforcement, welfare and community services, electronic toll
collection, and other intelligent transportation services involving the trucking industry, photo enforcement of red light and
speeding violations, parking management, and information technology outsourcing. ACS State and Local Solutions'
operating results are included in our consolidated financial statements from the effective date of the acquisition, August 1,
In August 2001, we acquired the business process outsourcing services unit of National Processing Company ( NPC ). NPC
provides healthcare claims processing, credit card application processing, and airline lift ticket processing. As part of the
transaction, we acquired all of NPC's offshore operations in Jamaica, the Dominican Republic, Barbados and a majority of
NPC's Mexican operations. The transaction value was $43 million plus related transaction costs. NPC's operating results are
included in our consolidated financial statements from the effective date of the acquisition, August 1, 2001.
On October 10, 2001, we completed our offering of 18.4 million shares of our Class A common stock (adjusted for stock
split). The shares were issued at $40.50 per share yielding proceeds of $714.3 million (net of underwriters' fees and other
costs), which were used to repay the $550 million 18 month interim credit facility incurred to fund the IMS acquisition and a
portion of the amount outstanding under our revolving credit facility.
In December 2001, we received an extension of our contract with the Department of Education for its Direct Student Loan
program, our largest contract, through September 2006, with an option for extension through September 2007. This extension
has been protested by Sallie Mae, and their protest was upheld although our contract extension was not rescinded. (See Item 1.
Business. Federal Government. Business Process Outsourcing for further discussion of this contract.)
In February 2002, we completed a two for one stock split of our outstanding Class A common stock and Class B common stock
implemented in the form of a 100% stock dividend ( Stock Split ). Each holder of record of our Class A common stock and
Class B common stock as of the close of business on February 15, 2002 received an additional share of such stock held by them
at that time.
On March 15, 2002, we completed the redemption of our 4% Convertible Subordinated Notes due March 15, 2005 (the 4%
Notes ). Holders of all of the outstanding 4% Notes converted their 4% Notes to shares of our Class A common stock in
accordance with Article XII of the Indenture dated as of March 20, 1998 between ACS and U.S. Trust Company of Texas,
N.A., as trustee prior to the March 15, 2002 redemption date. As a result of such conversions, approximately 10.8 million
shares of our Class A common stock were issued to such holders.