In May 2002, we acquired the finance and accounting business process outsourcing unit of Andersen Worldwide
( Andersen ). Included in this acquisition are contracts with General Motors ( GM ) and the University of Phoenix ( the
University ). Under a new 10 year agreement with GM, we will provide transactional accounting services such as payroll
processing, disbursement processing, dealer accounting, accounts receivable processing, lease and subsidiary accounting,
and expense reporting in the United States and Europe. Under the arrangement with the University, we will provide student
financial aid business process outsourcing services to the University including federal eligibility determinations, loan and
grant processing, and disbursement of student aid as well as other support services related to student financial aid processing.
The transaction was valued at approximately $65 million plus related transaction costs. Andersen's operating results are
included in our consolidated financial statements from the effective date of the acquisition, May 1, 2002 for the domestic
operations, and June 1, 2002 for the foreign operations.
In June 2002, we acquired AFSA, a subsidiary of FleetBoston Financial Corporation, for approximately $410 million plus
related transaction costs. AFSA is the nation's largest educational services company, servicing a student loan portfolio of
8.1 million borrowers with outstanding loans of approximately $85 billion. Additionally, AFSA is a leading business
process outsourcer for federal, state, and local governments for a variety of health and human services programs, including
Medicare, Medicaid, children's health insurance programs (CHIP), and welfare and community services. AFSA s operating
results are included in our consolidated financial statements from the effective date of the acquisition, June 1, 2002.
Significant Developments Fiscal Year 2001
During fiscal year 2001, we signed new contracts with new clients and incremental business with existing clients totaling
$345 million of annual recurring new revenue. We also acquired five companies, three of which serve our state and local
government segment and two of which serve our commercial segment.
In the third quarter of fiscal year 2001, we sold a new issue of $317 million of 3.5% Convertible Subordinated Notes due
February 15, 2006 (the "3.5% Notes"). The 3.5% Notes are convertible at any time prior to the maturity date, unless
redeemed or repurchased, into our Class A common stock at a conversion rate of 23.0234 shares of Class A common stock
for each $1,000 principal amount of 3.5% Notes (equivalent to a conversion price of $43.44 per share of Class A common
stock), subject to adjustments in certain events. The 3.5% Notes may be redeemed at our option on or after February 18,
2004, in whole or in part, at the redemption prices set forth in the 3.5% Notes.
In August 2003, we announced an agreement to sell the majority of our federal government business to Lockheed Martin
Corporation for approximately $658 million, which includes $70 million payable pursuant to a five year non compete
agreement. Revenues from the federal business to be divested were approximately $685 million for fiscal 2003. We will
retain our business process outsourcing contract with the Department of Education, with current annual revenues of $172
million. Additionally, our commercial and state and local government operations will continue to serve as a subcontractor on
portions of the transferred business. In addition, we will acquire Lockheed Martin Corporation's commercial information
technology business, with trailing, recurring annual revenues of approximately $240 million, for approximately $107 million.
These transactions, which are subject to certain closing conditions, are expected to be completed during the second quarter of
fiscal 2004. The expected after tax proceeds from the divestiture will generally be used to pay down debt, fund our share
repurchase program and for general corporate purposes.
On September 2, 2003, subsequent to year end, we announced that our Board of Directors authorized a share repurchase
program of up to $500 million of our Class A common stock effective immediately. The program, which is open ended, will
allow us to repurchase our shares on the open market from time to time in accordance with the requirements of the SEC,
including shares that could be purchased pursuant to SEC Rule 10b5 1. The number of shares to be purchased and the timing of
purchases will be based on the level of cash and debt balances, general business conditions and other factors, including
alternative investment opportunities. We intend to fund the repurchase program from various sources, including, but not
limited to, cash flow from operations, borrowings under our existing revolving credit facility and, if consummated, proceeds
from the sale of the majority of our federal government business. Through September 12, 2003, we have repurchased
250,000 shares at a total cost of approximately $12.6 million.