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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER _______
ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
(FULL TITLE OF THE PLAN)
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AFFILIATED COMPUTER SERVICES, INC.
(NAME OF ISSUER)
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75201
(PRINCIPAL EXECUTIVE OFFICE)
Notices and communications from the Securities and Exchange Commission relative
to this report should be forwarded to:
William L. Deckelman, Jr., Esq.
Executive Vice President, Secretary And General Counsel
Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas 75201
(214) 841-6144
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REQUIRED INFORMATION
The ACS Business Process Solutions Savings Plan is subject to the
requirements of the Employee Retirement Income Security Act of 1974. Attached
hereto is a copy of the most recent financial statements and schedules of the
Plan prepared in accordance with the financial reporting requirements of ERISA.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee (or other persons who administer the employee benefit
plan) has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
By: /s/ LORA VILLARREAL
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Name: Lora Villarreal
Title: Administrative Committee Member
Date: May 31, 2001
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
FOR THE YEAR ENDED DECEMBER 31, 1999
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
TABLE OF CONTENTS
DECEMBER 31, 1999
Independent Auditors' Report.....................................................................1
Statement of Net Assets Available for Benefits
December 31, 1999 and 1998....................................................................3
Statement of Changes in Net Assets Available for
Benefits-For the year ended December 31, 1999.................................................4
Notes to Financial Statements....................................................................5
Supplemental Schedules..........................................................................10
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INDEPENDENT AUDITORS' REPORT
To the Participants and Plan Committee of the
ACS Business Process Solutions Savings Plan
We have audited the accompanying statements of net assets available for benefits
of ACS Business Process Solutions Savings Plan ("Plan") as of December 31, 1999
and 1998, and the related statement of changes in net assets available for
benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on the financial statements based on our audit.
Except as discussed in the following paragraph, we conducted our audit in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note 4, which was certified by Connecticut General Life Insurance
Company, the trustee of the Plan, except for comparing the information with the
related information included in the financial statements and supplemental
schedules. We have been informed by the plan administrator that the trustee
holds the plan's investment assets and executes investment transactions. The
plan administrator has obtained a certification from the trustee as of and for
the year, ended December 31, 1999 that the information provided to the plan
administrator by the trustee is complete and accurate.
In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had we performed procedures with respect to
the information summarized in Note 6, the financial statements referred to above
present fairly, in all material respects, the net assets available for benefits
of the plan as of December 31, 1999 and the changes in net assets available for
benefits for the year ended December 31, 1999 in conformity with generally
accepted accounting principles.
Our audit of the Plan's financial statements were conducted for the purpose of
forming an opinion on the basic financial statements taken as a whole. The
supplemental schedule on page 11 is presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
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INDEPENDENT AUDITORS' REPORT (CONTINUED)
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, except for
the effects on the Schedule of Assets Held For Investment Purposes, if any, as
might have been determined to be necessary had we performed procedures with
respect to the information as described in the second preceding paragraph, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Salmon, Beach & Company,
A Professional Corporation
Certified Public Accountants & Consultants
October 12, 2000
Dallas, Texas
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
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Funds held in Connecticut General Life Insurance
Guaranteed Income Fund $ 47,422 $ 10,085
Pooled separate accounts
Cigna Lifetime60 163 68
Cigna Lifetime50 3,812 171
Cigna Lifetime40 13,212 2,303
Cigna Lifetime30 20,378 8,188
Cigna Lifetime20 25,142 6,527
Invesco Total Return 19,333 1,829
Fidelity Equity Income II 29,898 6,483
Large Company Stock Index Fund 30,677 3,300
Fidelity Advisor Equity Growth 44,662 10,609
Fidelity Advisor Growth Opportunity 76,826 19,828
Neuberger & Berman Partners 40,897 9,393
Lazard Small Cap 34,684 7,258
Janus Worldwide 57,010 12,073
American Century Ultra 2,946 -
ACS Stock 8,830 717
Participant Loans 9,828 1,661
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NET ASSETS AVAILABLE FOR BENEFITS $ 465,720 $ 100,492
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The accompanying notes are an integral part of this financial statement.
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
ADDITIONS:
Contribution:
Participants $ 233,388
Employer 50,285
Rollover from other plans 48,922
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Total contributions 332,595
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Earnings on investments:
Net realized/unrealized appreciation on investments 42,493
Interest/dividends 1,135
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Total earnings on investments 43,628
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Total additions 376,223
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DEDUCTIONS:
Benefits paid to participants 10,043
Plan expenses 952
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Total deductions 10,995
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Increase in net assets 365,228
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 100,492
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End of period $ 465,720
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The accompanying notes are an integral part of these financial statements.
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1. PLAN DESCRIPTION
The following description of the Business Process Solutions, Inc. (Company)
Savings Plan (Plan) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
GENERAL.
The Plan, established on April 1, 1998, is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA) and Section 401(a) of
the Internal Revenue Code (IRC) of 1986. The Plan was amended as of January 1,
1999 to change its name from Unibase Technologies Savings Plan to ACS Business
Process Solutions Savings Plan.
Participants in the Plan have the following options, which are primarily pooled
separate accounts managed by Connecticut General Life Insurance Company (CIGNA):
GENERAL ACCOUNT
CIGNA Charter Guaranteed Income Fund which is a fixed income fund that
invests primarily in a diversified portfolio of high quality, fixed
income instruments (primarily intermediate-term bonds and commercial
mortgages) within Connecticut General Life Insurance Company's General
Account. The principal and interest earnings are guaranteed by CIGNA.
SEPARATE ACCOUNTS
CIGNA Lifetime Funds are comprised of five, distinct funds offering a
range of risk/return characteristics for 20, 30, 40, 50 and 60 year
olds. These funds include different bond/stock mixes that are
appropriate for individuals at different stages of their lives.
Invesco Total Return Fund invests in both equity and fixed income
securities to achieve capital appreciation.
Fidelity Equity-Income II Fund invests in income driven domestic and
foreign common stocks, preferred stocks, convertible securities and
bonds. The Fund also seeks capital appreciation.
Large Company Stock Index Fund, managed by TimesSquare Capital
Management, Inc., invests in stocks that comprise the S&P 500 stock
index.
Fidelity Advisor Equity Growth Fund invests in stocks of companies that
have above-average growth potential to obtain capital appreciation.
Fidelity Advisor Growth Opportunities Fund invests in common stocks and
securities which are convertible into the common stock of companies
believed to have long-term growth potential.
Nueberger & Berman Partners Fund invests in stocks that are perceived to
be selling below market value in order to obtain growth of capital.
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
NOTE 1. PLAN DESCRIPTION (CONTINUED)
Lazard Small Cap Fund invests in stocks of companies with market
capitalizations under $1 billion that are believed to be under priced in
order to provide capital appreciation.
Janus Worldwide Account invests primarily in common stocks of foreign
and domestic stocks to provide long-term growth of capital and
preservation of capital.
American Century Ultra Fund invests primarily in large companies that
will maximize growth of capital over time.
Affiliated Computer Services (ACS) stock is an investment in the
Company's stock. This stock is the parent company of the Plan's sponsor.
FUNDING
The Plan is a defined contribution plan wherein participants elect to reduce
their compensation and have such reductions contributed to the Plan on their
behalf. The Plan covers employees of the Company who are not covered by a
collective bargaining agreement, who have one year of service, attained the age
of 18, have at least 500 hours of service, and elect to participate.
Participating employees may contribute up to fifteen percent of covered
compensation through payroll deductions or the maximum amount permitted under
applicable Internal Revenue Service provisions. The Company may make a
discretionary contribution to the Plan based on a percentage of employee
compensation and company profitability as decided by the Company's Board of
Directors. Matching contributions are funded bi-weekly. For the year ended
December 31, 1999, the Company made matching contributions of 25% up to 6% of
compensation.
ALLOCATION
Each participant's account is credited with the participant's and Company's
matching contribution and allocated to each participant's account upon receipt.
Investment income or loss is allocated daily based on the ratio of each
participant's account balance at the end of each day.
VESTING
Employee contributions are 100% vested. Employer matching contributions have the
following vesting schedule:
Years of Vesting Service Vested Interest
------------------------ ---------------
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
NOTE 1. PLAN DESCRIPTION (CONTINUED)
PARTICIPANT NOTES RECEIVABLE
Participants may borrow, from their fund accounts, a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their account balance.
Loan transactions are treated as a transfer to (from) the investment fund and
from (to) the Participant Notes fund. Loan terms range from 1-5 years or within
a reasonable time if the purpose of the loan is to acquire a primary residence.
The balance in the participants' account secures the loans. The trustee
determines the interest rates, which are currently 9.5%. Principal and interest
is paid ratably through weekly payroll deductions. Participant notes receivable
are valued at cost which approximates fair values.
TERMINATION
The Company's Board of Directors may terminate the Plan at any time. Upon
termination, the Board of Directors may elect to distribute to each participant,
or his or her beneficiary, the proportionate share of the Plan's assets as
determined by the individual account balances on the date of termination, or
continue the existence of the trust for the purpose of paying benefits as they
become due under the terms of the Plan. In addition, upon termination of the
Plan, participants' vested interest in employer contributions shall be 100%.
Upon termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of his or her account, or one of various
installment payments available under the Plan.
FORFEITURES
Forfeitures are first used to reinstate previously forfeited account balances of
rehired former participants and any remaining forfeitures serve to reduce the
employer contributions.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Plan is presented to
assist in understanding the financial statements. The financial statements and
notes are representations of the Plan's administrator, who is responsible for
their integrity and objectivity. The accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures, such as fair
value. Accordingly, actual results may differ from those estimates.
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION AND INCOME RECOGNITION
CIGNA Retirement and Investment Services holds the Plan's investments. The fair
value per unit/share is stated at quoted market prices. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis.
The Plan presents, in the statement of changes in net assets available for
benefits, the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
PAYMENT OF BENEFITS
Benefit payments are recorded when paid.
NOTE 3. INCOME TAX STATUS
The Plan has not received a determination letter from the Internal Revenue
Service as of the report date. However, the Plan administrator and the Plan's
tax counsel believe that the Plan complies with the applicable provisions of the
IRC. Therefore, no provision for income taxes has been included in the Plan's
financial statements.
NOTE 4. TERMINATED EMPLOYEE INFORMATION
The Plan holds funds for 3 terminated employees with account balances totaling
$311 at December 31, 1999.
NOTE 5. INVESTMENTS
The Plan maintains the following investments which represent 5% or more of net
assets available for benefits at December 31, 1999:
Guaranteed Income Fund $ 47,422
CIGNA Lifetime20 25,142
Fidelity Equity Income II 29,898
Large Company Stock Index Fund 30,677
Fidelity Equity Growth 44,662
Fidelity Growth Opportunities 76,826
Neuberger & Berman Partners 40,897
Lazard Small Cap 34,684
Janus Worldwide Fund 57,010
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
NOTE 6. INFORMATION CERTIFIED BY TRUST COMPANY
Under the Department of Labor's ("DOL") regulations, certain assets and related
information held by a bank, trust company, or similar institution or an
insurance company that is regulated and subject to periodic examination by a
state or federal agency does not have to be audited, provided the plan
administrator exercises this option and the institution holding the assets
certifies the required information. CIGNA has provided certification as to the
completeness and accuracy of all information presented in the accompanying
statements of net assets available for plan benefits as of December 31, 1999,
and in the statement of changes in net assets available for plan benefits for
the year then ended, except for participant loan information. The accompanying
supplemental schedule also includes information certified by CIGNA as being
complete and accurate except for information related to participant loans and
investment costs.
NOTE 7. RELATED PARTY TRANSACTIONS
The Plan invests in units of pooled separate accounts managed by a subsidiary of
CIGNA, who acts as custodian of the Plan's assets as defined, by the Plan. These
transactions qualify as party-in-interest transactions. However, they are exempt
from the prohibited transaction rules.
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ACS BUSINESS PROCESS SOLUTIONS SAVINGS PLAN
DECEMBER 31, 1999
SUPPLEMENTAL SCHEDULES
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ACS BUSINESS PROCESS SOLUTIONS
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1999
EIN# 87-0476606
PLAN NUMBER: 001
(b) IDENTITY OF ISSUE, (c) DESCRIPTION OF INVESTMENT, INCLUDING
BORROWER, LESSOR, OR MATURITY DATE, RATE OF INTEREST, (e) CURRENT
(a) SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE (d) COST VALUE
--- -------------------------- ---------------------------------------------------------- --------------- ---------------
* CIGNA Chtr Guaranteed Income Fund $ 47,422 $ 47,422
* CIGNA CIGNA Lifetime60 157 163
* CIGNA CIGNA Lifetime50 3,520 3,812
* CIGNA CIGNA Lifetime40 11,507 13,212
* CIGNA CIGNA Lifetime30 17,074 20,378
* CIGNA CIGNA Lifetime20 21,216 25,142
* CIGNA CIGNA Chtr Balanced Fund-Invesco 19,446 19,332
* CIGNA Fid Adv Equity Income 28,855 29,898
* CIGNA Chtr Large Co Stk Index-CIGNA 26,989 30,677
* CIGNA Fid Adv Equity Growth 35,317 44,662
* CIGNA Fid Adv Growth Opportunities 73,123 76,826
* CIGNA Neuberger & Berman Partners 39,373 40,897
* CIGNA American Century Ultra Account 2,611 2,946
* CIGNA Lazard Small Cap Portfolio 34,165 34,684
* CIGNA Janus Worldwide Account 39,807 57,010
* NATL FINANCIAL Affiliated Computer Services Stock 7,276 8,830
SERVICES CORP
Participant Loans at 9.5% interest rate - 9,828
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$ 407,858 $ 465,719
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* Denotes a party-in-interest.
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INDEX TO EXHIBITS
Exhibit No. Description
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23 Consent of Salmon, Beach & Company, P.C.