(Mark One)
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ü
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Annual Report Pursuant To Section 13 or 15(d) of
the Securities Exchange Act OF 1934
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For the fiscal year ended March 31, 2013
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OR
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Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Delaware
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13-2857434
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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One CA Plaza,
Islandia, New York
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11749
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(Address of Principal Executive Offices)
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(Zip Code)
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(Title of each class)
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(Name of each exchange on which registered)
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Common stock, par value $0.10 per share
Stock Purchase Rights Preferred Stock, Class A
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The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC
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Part I
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Part II
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Part III
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Part IV
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•
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In March 2013, the Company acquired 100% of the voting equity interest of Nolio Ltd (Nolio), a privately held provider of application service automation software, which brings continuous delivery capabilities to CA Technologies service virtualization business.
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•
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In December 2012, our Board of Directors elected Michael P. Gregoire as the Company's Chief Executive Officer and a member of its Board of Directors, effective January 7, 2013. Mr. Gregoire succeeded William E. McCracken who left the Company's Board, effective January 7, 2013, and retired from CA Technologies, effective March 31, 2013.
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•
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In October 2012, we introduced an enhanced CA Nimsoft Monitor with advanced network flow analysis, enabling customers to visualize their Internet Protocol traffic in ways that can assist them in optimizing application service levels.
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•
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In September 2012, we introduced a new version of CA Infrastructure Management, the cornerstone of our unified management solution that enables customers to resolve performance problems faster and reduce costs.
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•
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In September 2012, the Company was named as a component of the Dow Jones Sustainability Indexes World Index and North America Index for the second consecutive year, in addition to placing fifth out of 500 in
Newsweek's
2012 Green Rankings of U.S. companies.
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•
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In April 2012, we established a new CA Global Partner Program that provides an expanded set of benefits to support partners' evolving business models and includes next-generation mainframe modernization solutions to help customers reduce costs and increase efficiency.
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•
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Service Assurance,
where we are a leader in application performance management and infrastructure management. We help customers transform their IT management systems by linking applications, real users, transactions and services with the underlying IT infrastructure. We enable customers to achieve enterprise reliability by providing a comprehensive, unified understanding of the real-time performance, risk and quality of business services and end-user experience across physical, virtual and cloud environments, as well as the ability to predict quality of service issues. Enterprise reliability is integral to the success of business model innovation and critical to sustainable growth, competitive differentiation and market relevance. At CA World in April 2013, we announced further
capabilities required by customers to manage mobile users, devices, applications and content.
Service assurance products include CA Application Performance Management, CA Infrastructure Management (now including server virtualization management), CA Capacity Management, CA Nimsoft Monitor and CA Service Operations Insight.
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•
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Security (Identity and Access Management),
where we are a leader in the fastest growing key segments of web access management, advanced authentication and user provisioning. We provide a broad suite of solutions that give our customers the ability to expand through secure online business initiatives. We make it possible for customers to securely deliver new business services faster to existing and new markets and leverage "bring-your-own-device" and cloud-connected business models for employees and partners while protecting their key digital assets from insider threats, external attacks and unauthorized access. Our security solutions enable our customers to accelerate business growth, reduce overall IT risk, increase operational efficiencies, meet compliance objectives and simplify end-users' online and mobile experiences. We provide comprehensive security capabilities in the form of both on-premises and SaaS delivery models, securely connecting users and device identities across Web, cloud and, increasingly, mobile applications. Our security products and services include CA SiteMinder®, CA ControlMinder™, CA IdentityMinder™, CA GovernanceMinder™, CA RiskMinder™, CA AuthMinder™, CA DataMinder™, CA CloudMinder™ and CA Mobile Device Management.
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•
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Service and Portfolio Management,
where we help customers optimize their investments, projects, resources and processes. The first of these solutions is project and portfolio management (PPM), with our market-leading CA Clarity™ Project & Portfolio Management designed to help customers improve IT investment decision-making, enhance productivity and execute projects at a higher value and lower cost. Other PPM products include CA Clarity™ Ideation and CA Clarity™ Agile. The second of these solutions is service management, which helps customers automate end-user service requests, improve incident, problem and change processes, and assist with software license audits and compliance. Service management helps customers improve service quality and user satisfaction. The solutions also enable our customers to use communities and social media to resolve problems on their own. Our offerings include CA Nimsoft Service Desk, CA Service Desk Manager, CA IT Asset Manager and CA Service Catalog. CA Clarity PPM and CA Nimsoft Service Desk are available as a cloud offering.
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•
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Application Delivery,
where we are a leader in the fast growing service virtualization niche to help customers converge application development and IT operations (DevOps) to increase collaboration. Our fiscal 2012 acquisition of Interactive TKO, Inc. added innovative service virtualization solutions for developing applications in composite and cloud environments. Service virtualization is a simulation technology that allows customers to develop and test applications by simulating different environments and conditions to resolve software defects and performance issues earlier, lower development costs and deliver business services faster with superior quality. Our acquisition of Nolio has added the ability to move application software efficiently and reliably through the development process and into production across vastly different IT environments spanning physical, virtual and cloud. Our Application Delivery solutions include the CA LISA® Suite, CA LISA® Release Automation (Nolio),
CA Automation Suite, CA Client Automation and CA Workload Automation.
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•
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Leveraging and exploiting new business and technology trends
. In addition to driving new business value by addressing the needs of businesses in the continually evolving IT management markets for which we already provide solutions, we will work to extend our current solutions, and develop new solutions, to address emerging technologies such as cloud and mobile computing.
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•
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Expanding our business with existing customers
. We will continue to help our customers drive value from products that they already have while cross-selling and up-selling new products and services that help them derive and create additional business value.
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•
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Expanding the markets we serve while driving new value from existing markets
. We intend to accomplish this by focusing on new customers such as large enterprises that are not current customers and expanding into new growth markets where we currently have little or no substantial presence.
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•
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Extending and expanding our global customer base
. We are working to adjust our sales and service models to expand our customer base in areas of the world beyond regions such as North America that have traditionally provided the largest percentage of our revenues.
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•
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Leveraging new business models
. We intend to take advantage of new routes to market and delivery models that will make our business more efficient, while meeting consumer demands. For example, we expect to expand and enhance our IT Management SaaS offerings to provide a lower acquisition cost, simplified operation and faster time to value demanded by today's IT consumers.
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•
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Technology partners help us ensure that our software remains compatible with complementary hardware and software, and help us adapt and respond to the emergence of new technologies and trends.
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We also work with global systems integrators who offer our software and solutions in their business practices and leverage their process design, planning and vertical expertise to provide holistic solutions and implementation services for our customers. Regional solution providers have sales and implementation resources to deliver and support IT solutions and have the local market knowledge to reach both the enterprise and more sophisticated midmarket customers.
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For customers of all sizes who prefer to buy IT Management-as-a-Service rather than through a traditional licensed software model, we have tailored our technology solutions and partner strategies to enable a large cross-section of service providers to deliver IT Management-as-a-Service. These service provider partners range from the largest global IT outsourcing and telecommunications firms to regional and local infrastructure service and managed service providers. Service providers are both buyers of technology and “sell through” partners to buyers of IT Management-as-a-Service.
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•
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A typical designated CPU (central processing unit) license, under which the customer may use the licensed product on a single, designated CPU.
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A MIPS (millions of instructions per second)-based license, which allows the customer to use the licensed product on one or more CPUs, limited by the aggregate MIPS rating of the CPUs covered by the license.
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A user-based license, under which the customer may use the licensed product by or for the agreed number of licensed users.
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A designated server license, under which the customer may use a certain distributed product on a single, designated server. The licensed products must be licensed for use with a specific operating system.
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•
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Effectively rebalance our sales force to enable us to maintain and enhance our strong relationships in our traditional customer base of Large Existing Enterprises and to increase penetration in our combined Large New Enterprises and Growth Markets where we currently may not have a strong presence and where we may have a dependence on unfamiliar distribution partners and routes;
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•
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Enable our sales force to sell new products, including instances where our offerings are of a type not previously provided by us, to our traditional core and new customers, or where a competitor already has an established relationship with a potential new customer;
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Improve the CA Technologies brand in the marketplace; and
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Ensure our cloud computing, application development and IT operations (DevOps), SaaS, mobile device management and other new offerings address the needs of a rapidly changing market, while not adversely affecting the demand for our traditional products or our profitability.
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•
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Foreign exchange currency rates;
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Local economic conditions;
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Political stability and acts of terrorism;
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Workforce reorganizations in various locations, including global reorganizations of sales, research and development, technical services, finance, human resources and facilities functions;
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•
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Effectively staffing key managerial and technical positions;
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Successfully localizing software products for a significant number of international markets;
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Restrictive employment regulation;
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Trade restrictions such as tariffs, duties, taxes or other controls;
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•
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International intellectual property laws, which may be more restrictive or may offer lower levels of protection than U.S. law;
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Compliance by us and our partners (including unaffiliated third-party partners) with differing and changing local laws and regulations in multiple international locations as well as compliance with U.S. laws and regulations where applicable in these international locations; and
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Developing and executing an effective go-to-market strategy in various locations.
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We may find that the acquired company or assets do not improve our financial and strategic position as planned;
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We may have difficulty integrating the operations, facilities, personnel and commission plans of the acquired business;
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We may have difficulty forecasting or reporting results subsequent to acquisitions;
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We may have difficulty retaining the skills needed to further market, sell or provide services on the acquired products in a manner that will be accepted by the market;
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We may have difficulty incorporating the acquired technologies or products into our existing product lines;
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We may have product liability, customer liability or intellectual property liability associated with the sale of the acquired company's products;
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Our ongoing business may be disrupted by transition or integration issues and our management's attention may be diverted from other business initiatives;
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We may be unable to obtain timely approvals from governmental authorities under applicable competition and antitrust laws;
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We may have difficulty maintaining uniform standards, controls, procedures and policies;
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Our relationships with current and new employees, customers and distributors could be impaired;
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An acquisition may result in increased litigation risk, including litigation from terminated employees or third parties;
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Our due diligence process may fail to identify significant issues with the acquired company's product quality, financial disclosures, accounting practices, internal control deficiencies, including material weaknesses, product architecture, legal and tax contingencies and other matters; and
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We may not be able to realize the benefits of recognized goodwill and intangible assets and this may result in the potential impairment of these assets.
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Loss of or delay in revenue and loss of market share;
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Loss of customers, including the inability to obtain repeat business with existing key customers;
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Damage to our reputation;
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Failure to achieve market acceptance;
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Diversion of development resources;
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•
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Remediation efforts that may be required;
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Increased service and warranty costs;
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•
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Legal actions by customers or government authorities against us that could, whether or not successful, be costly, distracting and time-consuming;
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•
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Increased insurance costs; and
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•
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Failure to successfully complete service engagements for product installations and implementations.
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Fiscal 2013
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Fiscal 2012
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||||||||||||
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High
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Low
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High
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Low
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Fourth Quarter
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$
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25.52
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$
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22.65
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$
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27.91
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$
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20.16
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Third Quarter
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$
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25.50
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$
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21.77
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$
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22.46
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$
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18.99
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Second Quarter
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$
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27.31
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$
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24.07
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$
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23.42
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$
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18.62
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First Quarter
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$
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27.78
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$
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24.39
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$
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25.06
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$
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21.35
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Period
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Total Number Of Shares Purchased
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Average Price Paid Per Share
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Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs
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Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
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(in thousands, except average price paid per share)
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January 1, 2013 — January 31, 2013
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759
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$
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25.01
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759
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$
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559,645
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February 1, 2013 — February 28, 2013
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1,436
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24.82
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1,436
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$
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524,000
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March 1, 2013 — March 31, 2013
|
765
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|
24.98
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|
765
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$
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504,899
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Total
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2,960
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2,960
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Year Ended March 31,
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Statement Of Operations Data
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2013
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2012
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2011
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2010
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2009
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(in millions, except per share amounts)
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||||||||||||||||||
Revenue
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$
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4,643
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|
|
$
|
4,814
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|
|
$
|
4,429
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|
|
$
|
4,227
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|
|
$
|
4,138
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|
Income from continuing operations
(1)
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|
$
|
955
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|
|
$
|
938
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|
|
$
|
823
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|
|
$
|
759
|
|
|
$
|
661
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|
Basic income per common share from continuing operations
|
|
$
|
2.07
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|
|
$
|
1.91
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|
|
$
|
1.60
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|
|
$
|
1.46
|
|
|
$
|
1.27
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|
Diluted income per common share from continuing operations
|
|
$
|
2.07
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|
|
$
|
1.90
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|
|
$
|
1.60
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|
|
$
|
1.45
|
|
|
$
|
1.27
|
|
Dividends declared per common share
(2)
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|
$
|
1.00
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|
|
$
|
0.40
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
|
At March 31,
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||||||||||||||||||
Balance Sheet And Other Data
|
|
2013
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|
2012
|
|
|
2011
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|
|
2010
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|
|
2009
|
|
|||||
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(in millions)
|
||||||||||||||||||
Cash provided by operating activities — continuing operations
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|
$
|
1,408
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|
|
$
|
1,505
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|
|
$
|
1,377
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|
|
$
|
1,336
|
|
|
$
|
1,184
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|
Working capital surplus
|
|
$
|
585
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|
$
|
214
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|
|
$
|
448
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|
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$
|
409
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|
|
$
|
147
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|
Working capital, excluding deferred revenue
(3)
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|
$
|
3,067
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|
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$
|
2,872
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|
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$
|
3,045
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$
|
2,913
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|
|
$
|
2,553
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|
Total assets
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|
$
|
11,811
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|
$
|
11,997
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|
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$
|
12,411
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|
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$
|
11,888
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|
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$
|
11,241
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Long-term debt (less current maturities)
|
|
$
|
1,274
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|
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$
|
1,287
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|
|
$
|
1,282
|
|
|
$
|
1,530
|
|
|
$
|
1,287
|
|
Stockholders’ equity
|
|
$
|
5,450
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|
|
$
|
5,397
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|
|
$
|
5,620
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|
|
$
|
4,987
|
|
|
$
|
4,362
|
|
(1)
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In fiscal 2010 and 2009, we incurred after-tax charges of $33 million and $64 million, respectively, for restructuring and other costs.
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(2)
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In fiscal 2013, dividends declared per common share were $0.25 per quarter. Dividends declared per common share were $0.05 in each of the first three quarters of fiscal 2012 and $0.25 in the fourth quarter of fiscal 2012. In fiscal 2009 through fiscal 2011, dividends declared per common share were $0.04 per quarter.
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(3)
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Deferred revenue includes amounts billed or collected in advance of revenue recognition, including subscription license agreements, maintenance and professional services. It does not include unearned revenue on future installments not yet billed at the respective balance sheet dates.
|
|
|
Year Ended March 31,
|
|
Change
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|
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Percent Change
|
|
|||||||
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|
2013
|
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|
2012
|
|
|
||||||||
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(dollars in millions)
|
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|
|||||||||||
Total revenue
|
|
$
|
4,643
|
|
|
$
|
4,814
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|
|
$
|
(171
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)
|
|
(4
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)%
|
Income from continuing operations
|
|
$
|
955
|
|
|
$
|
938
|
|
|
$
|
17
|
|
|
2
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%
|
Cash provided by operating activities — continuing operations
|
|
$
|
1,408
|
|
|
$
|
1,505
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|
|
$
|
(97
|
)
|
|
(6
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)%
|
Total bookings
|
|
$
|
4,114
|
|
|
$
|
4,663
|
|
|
$
|
(549
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)
|
|
(12
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)%
|
Subscription and maintenance bookings
|
|
$
|
3,238
|
|
|
$
|
3,776
|
|
|
$
|
(538
|
)
|
|
(14
|
)%
|
Weighted average subscription and maintenance license agreement duration in years
|
|
3.27
|
|
|
3.46
|
|
|
(0.19
|
)
|
|
(5
|
)%
|
|
|
At March 31,
|
|
Change
|
|
|
Percent Change
|
|
|||||||
|
|
2013
|
|
|
2012
|
|
|
||||||||
|
|
(dollars in millions)
|
|
|
|||||||||||
Cash, cash equivalents and short-term investments
(1)
|
|
$
|
2,776
|
|
|
$
|
2,679
|
|
|
$
|
97
|
|
|
4
|
%
|
Total debt
|
|
$
|
1,290
|
|
|
$
|
1,301
|
|
|
$
|
(11
|
)
|
|
(1
|
)%
|
Total expected future cash collections from committed contracts
(2)
|
|
$
|
5,173
|
|
|
$
|
5,745
|
|
|
$
|
(572
|
)
|
|
(10
|
)%
|
Total revenue backlog
(2)
|
|
$
|
7,774
|
|
|
$
|
8,473
|
|
|
$
|
(699
|
)
|
|
(8
|
)%
|
Total current revenue backlog
(2)
|
|
$
|
3,563
|
|
|
$
|
3,714
|
|
|
$
|
(151
|
)
|
|
(4
|
)%
|
(1)
|
At March 31, 2013, short-term investments were $183 million. At March 31, 2012, short-term investments were less than $1 million.
|
(2)
|
Refer to the discussion in the “Liquidity and Capital Resources” section of this MD&A for additional information about expected future cash collections from committed contracts, billing backlog and revenue backlog.
|
|
|
Year Ended March 31,
|
|
Dollar Change
2013/2012
|
|
|
Percent Change
2013/2012
|
|
|
Dollar Change
2012/2011
|
|
|
Percent Change
2012/2011
|
|
||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
||||||||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription and maintenance revenue
|
|
$
|
3,858
|
|
|
$
|
4,021
|
|
|
$
|
3,822
|
|
|
$
|
(163
|
)
|
|
(4
|
)%
|
|
$
|
199
|
|
|
5
|
%
|
Professional services
|
|
382
|
|
|
382
|
|
|
327
|
|
|
—
|
|
|
—
|
%
|
|
55
|
|
|
17
|
%
|
|||||
Software fees and other
|
|
403
|
|
|
411
|
|
|
280
|
|
|
(8
|
)
|
|
(2
|
)%
|
|
131
|
|
|
47
|
%
|
|||||
Total revenue
|
|
$
|
4,643
|
|
|
$
|
4,814
|
|
|
$
|
4,429
|
|
|
$
|
(171
|
)
|
|
(4
|
)%
|
|
$
|
385
|
|
|
9
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of licensing and maintenance
|
|
$
|
284
|
|
|
$
|
286
|
|
|
$
|
278
|
|
|
$
|
(2
|
)
|
|
(1
|
)%
|
|
$
|
8
|
|
|
3
|
%
|
Cost of professional services
|
|
354
|
|
|
357
|
|
|
303
|
|
|
(3
|
)
|
|
(1
|
)%
|
|
54
|
|
|
18
|
%
|
|||||
Amortization of capitalized software costs
|
|
319
|
|
|
225
|
|
|
192
|
|
|
94
|
|
|
42
|
%
|
|
33
|
|
|
17
|
%
|
|||||
Selling and marketing
|
|
1,276
|
|
|
1,394
|
|
|
1,286
|
|
|
(118
|
)
|
|
(8
|
)%
|
|
108
|
|
|
8
|
%
|
|||||
General and administrative
|
|
405
|
|
|
462
|
|
|
451
|
|
|
(57
|
)
|
|
(12
|
)%
|
|
11
|
|
|
2
|
%
|
|||||
Product development and enhancements
|
|
490
|
|
|
510
|
|
|
471
|
|
|
(20
|
)
|
|
(4
|
)%
|
|
39
|
|
|
8
|
%
|
|||||
Depreciation and amortization of other intangible assets
|
|
158
|
|
|
176
|
|
|
187
|
|
|
(18
|
)
|
|
(10
|
)%
|
|
(11
|
)
|
|
(6
|
)%
|
|||||
Other (gains) expenses, net
|
|
(5
|
)
|
|
15
|
|
|
7
|
|
|
(20
|
)
|
|
(133
|
)%
|
|
8
|
|
|
114
|
%
|
|||||
Total expense before interest and income taxes
|
|
$
|
3,281
|
|
|
$
|
3,425
|
|
|
$
|
3,175
|
|
|
$
|
(144
|
)
|
|
(4
|
)%
|
|
$
|
250
|
|
|
8
|
%
|
Income before interest and income taxes
|
|
$
|
1,362
|
|
|
$
|
1,389
|
|
|
$
|
1,254
|
|
|
$
|
(27
|
)
|
|
(2
|
)%
|
|
$
|
135
|
|
|
11
|
%
|
Interest expense, net
|
|
44
|
|
|
35
|
|
|
45
|
|
|
9
|
|
|
26
|
%
|
|
(10
|
)
|
|
(22
|
)%
|
|||||
Income before income taxes
|
|
$
|
1,318
|
|
|
$
|
1,354
|
|
|
$
|
1,209
|
|
|
$
|
(36
|
)
|
|
(3
|
)%
|
|
$
|
145
|
|
|
12
|
%
|
Income tax expense
|
|
363
|
|
|
416
|
|
|
386
|
|
|
(53
|
)
|
|
(13
|
)%
|
|
30
|
|
|
8
|
%
|
|||||
Income from continuing operations
|
|
$
|
955
|
|
|
$
|
938
|
|
|
$
|
823
|
|
|
$
|
17
|
|
|
2
|
%
|
|
$
|
115
|
|
|
14
|
%
|
|
|
Percentage of Total Revenue
for the Year Ended March 31,
|
|||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Revenue:
|
|
|
|
|
|
|
|||
Subscription and maintenance revenue
|
|
83
|
%
|
|
84
|
%
|
|
86
|
%
|
Professional services
|
|
8
|
|
|
8
|
|
|
7
|
|
Software fees and other
|
|
9
|
|
|
8
|
|
|
7
|
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Expenses:
|
|
|
|
|
|
|
|||
Costs of licensing and maintenance
|
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
Cost of professional services
|
|
8
|
|
|
7
|
|
|
7
|
|
Amortization of capitalized software costs
|
|
7
|
|
|
5
|
|
|
4
|
|
Selling and marketing
|
|
27
|
|
|
29
|
|
|
29
|
|
General and administrative
|
|
9
|
|
|
10
|
|
|
10
|
|
Product development and enhancements
|
|
11
|
|
|
11
|
|
|
11
|
|
Depreciation and amortization of other intangible assets
|
|
3
|
|
|
4
|
|
|
4
|
|
Other (gains) expenses, net
|
|
—
|
|
|
—
|
|
|
—
|
|
Total expenses before interest and income taxes
|
|
71
|
%
|
|
71
|
%
|
|
72
|
%
|
Income before interest and income taxes
|
|
29
|
%
|
|
29
|
%
|
|
28
|
%
|
Interest expense, net
|
|
1
|
|
|
1
|
|
|
1
|
|
Income before income taxes
|
|
28
|
%
|
|
28
|
%
|
|
27
|
%
|
Income tax expense
|
|
8
|
|
|
9
|
|
|
9
|
|
Income from continuing operations
|
|
21
|
%
|
|
19
|
%
|
|
19
|
%
|
|
|
Fiscal 2013
Compared With
Fiscal 2012
|
|
Fiscal 2012
Compared With
Fiscal 2011
|
||||||||||||||||||||||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||||||||||||||||
|
|
2013
|
|
|
% Of Total
|
|
|
2012
|
|
|
% Of Total
|
|
|
%
Change
|
|
|
2012
|
|
|
% Of Total
|
|
|
2011
|
|
|
% Of Total
|
|
|
%
Change
|
|
||||
United States
|
|
$
|
2,747
|
|
|
59
|
%
|
|
$
|
2,812
|
|
|
58
|
%
|
|
(2
|
)%
|
|
$
|
2,812
|
|
|
58
|
%
|
|
$
|
2,519
|
|
|
57
|
%
|
|
12
|
%
|
International
|
|
1,896
|
|
|
41
|
%
|
|
2,002
|
|
|
42
|
%
|
|
(5
|
)%
|
|
2,002
|
|
|
42
|
%
|
|
1,910
|
|
|
43
|
%
|
|
5
|
%
|
||||
Total
|
|
$
|
4,643
|
|
|
100
|
%
|
|
$
|
4,814
|
|
|
100
|
%
|
|
(4
|
)%
|
|
$
|
4,814
|
|
|
100
|
%
|
|
$
|
4,429
|
|
|
100
|
%
|
|
9
|
%
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Losses (gains) attributable to divesture of assets
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(11
|
)
|
Foreign currency losses, net
|
|
12
|
|
|
4
|
|
|
18
|
|
|||
Expense attributable to litigation claims and settlements
|
|
18
|
|
|
9
|
|
|
—
|
|
|||
Other (gains), net
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
(5
|
)
|
|
$
|
15
|
|
|
$
|
7
|
|
Mainframe Solutions
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Fiscal 2011
|
|
|||
Revenue
|
|
$
|
2,489
|
|
|
$
|
2,612
|
|
|
$
|
2,479
|
|
Expenses
|
|
1,016
|
|
|
1,140
|
|
|
1,129
|
|
|||
Segment profit
|
|
$
|
1,473
|
|
|
$
|
1,472
|
|
|
$
|
1,350
|
|
Segment operating margin
|
|
59
|
%
|
|
56
|
%
|
|
54
|
%
|
Enterprise Solutions
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Fiscal 2011
|
|
|||
Revenue
|
|
$
|
1,772
|
|
|
$
|
1,820
|
|
|
$
|
1,623
|
|
Expenses
|
|
1,612
|
|
|
1,668
|
|
|
1,501
|
|
|||
Segment profit
|
|
$
|
160
|
|
|
$
|
152
|
|
|
$
|
122
|
|
Segment operating margin
|
|
9
|
%
|
|
8
|
%
|
|
8
|
%
|
Services
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|
Fiscal 2011
|
|
|||
Revenue
|
|
$
|
382
|
|
|
$
|
382
|
|
|
$
|
327
|
|
Expenses
|
|
358
|
|
|
359
|
|
|
310
|
|
|||
Segment profit
|
|
$
|
24
|
|
|
$
|
23
|
|
|
$
|
17
|
|
Segment operating margin
|
|
6
|
%
|
|
6
|
%
|
|
5
|
%
|
|
|
Fiscal 2013 Quarter Ended
|
|
Total
|
|
|||||||||||||||
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
March 31
|
|
|
|||||||
|
|
(dollars in millions, except per share amounts)
|
||||||||||||||||||
Revenue
|
|
$
|
1,145
|
|
|
$
|
1,152
|
|
|
$
|
1,195
|
|
|
$
|
1,151
|
|
|
$
|
4,643
|
|
Percentage of annual revenue
|
|
24
|
%
|
|
25
|
%
|
|
26
|
%
|
|
25
|
%
|
|
100
|
%
|
|||||
Costs of licensing and maintenance
|
|
$
|
69
|
|
|
$
|
69
|
|
|
$
|
72
|
|
|
$
|
74
|
|
|
$
|
284
|
|
Cost of professional services
|
|
$
|
86
|
|
|
$
|
88
|
|
|
$
|
92
|
|
|
$
|
88
|
|
|
$
|
354
|
|
Amortization of capitalized software costs
(1)
|
|
$
|
64
|
|
|
$
|
67
|
|
|
$
|
66
|
|
|
$
|
122
|
|
|
$
|
319
|
|
Income from continuing operations
|
|
$
|
240
|
|
|
$
|
222
|
|
|
$
|
251
|
|
|
$
|
242
|
|
|
$
|
955
|
|
Basic income per common share from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
2.07
|
|
Diluted income per common share from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
2.07
|
|
|
|
Fiscal 2012 Quarter Ended
|
|
Total
|
|
|||||||||||||||
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
March 31
|
|
|
|||||||
|
|
(dollars in millions, except per share amounts)
|
||||||||||||||||||
Revenue
|
|
$
|
1,163
|
|
|
$
|
1,200
|
|
|
$
|
1,263
|
|
|
$
|
1,188
|
|
|
$
|
4,814
|
|
Percentage of annual revenue
|
|
24
|
%
|
|
25
|
%
|
|
26
|
%
|
|
25
|
%
|
|
100
|
%
|
|||||
Costs of licensing and maintenance
|
|
$
|
67
|
|
|
$
|
71
|
|
|
$
|
69
|
|
|
$
|
79
|
|
|
$
|
286
|
|
Cost of professional services
|
|
$
|
88
|
|
|
$
|
91
|
|
|
$
|
91
|
|
|
$
|
87
|
|
|
$
|
357
|
|
Amortization of capitalized software costs
|
|
$
|
50
|
|
|
$
|
55
|
|
|
$
|
59
|
|
|
$
|
61
|
|
|
$
|
225
|
|
Income from continuing operations
|
|
$
|
228
|
|
|
$
|
236
|
|
|
$
|
263
|
|
|
$
|
211
|
|
|
$
|
938
|
|
Basic income per common share from continuing operations
|
|
$
|
0.45
|
|
|
$
|
0.47
|
|
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
$
|
1.91
|
|
Diluted income per common share from continuing operations
|
|
$
|
0.45
|
|
|
$
|
0.47
|
|
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
$
|
1.90
|
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
||
|
|
(in millions)
|
||||||
Expected future cash collections:
|
|
|
|
|
||||
Total billings backlog
|
|
$
|
4,317
|
|
|
$
|
4,843
|
|
Trade accounts receivable, net
|
|
856
|
|
|
902
|
|
||
Total expected future cash collections
|
|
$
|
5,173
|
|
|
$
|
5,745
|
|
|
|
Year Ended March 31,
|
|
$ Change
|
||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013 / 2012
|
|
|
2012 / 2011
|
|
|||||
|
|
(in millions)
|
||||||||||||||||||
Cash collections from billings
(1)
|
|
$
|
4,857
|
|
|
$
|
5,142
|
|
|
$
|
4,774
|
|
|
$
|
(285
|
)
|
|
$
|
368
|
|
Vendor disbursements and payroll
(1)
|
|
(3,116
|
)
|
|
(3,235
|
)
|
|
(3,075
|
)
|
|
119
|
|
|
(160
|
)
|
|||||
Income tax payments
|
|
(333
|
)
|
|
(420
|
)
|
|
(222
|
)
|
|
87
|
|
|
(198
|
)
|
|||||
Other disbursements, net
(2)
|
|
—
|
|
|
18
|
|
|
(100
|
)
|
|
(18
|
)
|
|
118
|
|
|||||
Cash provided by operating activities
|
|
$
|
1,408
|
|
|
$
|
1,505
|
|
|
$
|
1,377
|
|
|
$
|
(97
|
)
|
|
$
|
128
|
|
(1)
|
Amounts include value added taxes and sales taxes.
|
(2)
|
Amounts include interest, restructuring and miscellaneous receipts and disbursements.
|
|
|
At March 31,
|
||||||
|
|
2013
|
|
|
2012
|
|
||
|
|
(in millions)
|
||||||
Revolving credit facility due August 2016
|
|
—
|
|
|
—
|
|
||
5.375% Notes due November 2019
|
|
750
|
|
|
750
|
|
||
6.125% Notes due December 2014, net of unamortized premium from fair value hedge of $19 and $27
|
|
519
|
|
|
527
|
|
||
Other indebtedness, primarily capital leases
|
|
26
|
|
|
29
|
|
||
Unamortized discount for Notes
|
|
(5
|
)
|
|
(5
|
)
|
||
Total debt outstanding
|
|
$
|
1,290
|
|
|
$
|
1,301
|
|
Less the current portion
|
|
(16
|
)
|
|
(14
|
)
|
||
Total long-term debt portion
|
|
$
|
1,274
|
|
|
$
|
1,287
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
|
Less Than
1 Year
|
|
|
1–3
Years
|
|
|
3–5
Years
|
|
|
More Than
5 Years
|
|
|||||
|
|
(in millions)
|
||||||||||||||||||
Long-term debt obligations (inclusive of interest)
|
|
$
|
1,567
|
|
|
$
|
54
|
|
|
$
|
600
|
|
|
$
|
82
|
|
|
$
|
831
|
|
Operating lease obligations
(1)
|
|
497
|
|
|
97
|
|
|
154
|
|
|
106
|
|
|
140
|
|
|||||
Purchase obligations
|
|
81
|
|
|
65
|
|
|
10
|
|
|
6
|
|
|
—
|
|
|||||
Other obligations
(2)
|
|
59
|
|
|
30
|
|
|
20
|
|
|
5
|
|
|
4
|
|
|||||
Total
|
|
$
|
2,204
|
|
|
$
|
246
|
|
|
$
|
784
|
|
|
$
|
199
|
|
|
$
|
975
|
|
(1)
|
The contractual obligations for noncurrent operating leases exclude sublease income totaling $24 million expected to be received in the following periods: $5 million (less than 1 year); $7 million (1–3 years); $4 million (3–5 years); and $8 million (more than 5 years).
|
(2)
|
$486 million of estimated liabilities related to unrecognized tax benefits are excluded from the contractual obligations table because we could not make a reasonable estimate of when those amounts will become payable.
|
•
|
Historical information, such as general collection history of multi-year software agreements;
|
•
|
Current customer information and events, such as extended delinquency, requests for restructuring and filings for bankruptcy;
|
•
|
Results of analyzing historical and current data; and
|
•
|
The overall macroeconomic environment.
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation.
|
|
Filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 6, 2006.*
|
|
|
|
|
|
3.2
|
|
By-Laws of the Company, as amended.
|
|
Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 23, 2007.*
|
|
|
|
|
|
4.1
|
|
Restated Certificate of Designation of Series One Junior Participating Preferred Stock, Class A of the Company.
|
|
Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 6, 2006.*
|
|
|
|
|
|
4.2
|
|
Stockholder Protection Rights Agreement dated November 8, 2012 between the Company and Computershare Shareowner Services LLC, as Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of the Participating Preferred Stock of the Company.
|
|
Filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 8, 2012.*
|
|
|
|
|
|
4.3
|
|
Indenture with respect to the Company’s 4.75% Senior Notes due 2009 and 6.125% Senior Notes due 2014 dated November 18, 2004 between the Company and The Bank of New York, as Trustee.
|
|
Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 15, 2004.*
|
|
|
|
|
|
4.4
|
|
Purchase Agreement dated November 15, 2004 among the Initial Purchasers of the 4.75% Senior Notes due 2009 and 6.125% Senior Notes due 2014 and the Company.
|
|
Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 15, 2004.*
|
|
|
|
|
|
4.5
|
|
First Supplemental Indenture dated November 30, 2007 to the Indenture dated November 18, 2004 between the Company and The Bank of New York, as trustee.
|
|
Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 3, 2008.*
|
|
|
|
|
|
4.6
|
|
Indenture dated June 1, 2008 between the Company and U.S. Bank National Association, as trustee, relating to the senior debt securities, the senior subordinated debt securities and the junior subordinated debt securities, as applicable.
|
|
Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3, Registration Number 333-151619, dated June 12, 2008.*
|
|
|
|
|
|
4.7
|
|
Officers’ Certificates dated November 13, 2009 establishing the terms of the Company’s 5.375% Senior Notes due 2019 pursuant to the Indenture dated June 1, 2008 (including the form of the Notes).
|
|
Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 13, 2009.*
|
|
|
|
|
|
4.8
|
|
Addendum to Registration Rights Agreement dated November 30, 2007 relating to $500,000,000 6.125% Senior Notes Due 2014.
|
|
Filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated January 3, 2008.*
|
|
|
|
|
|
10.1**
|
|
1993 Stock Option Plan for Non-Employee Directors.
|
|
Filed as Annex 1 to the Company’s definitive Proxy Statement dated July 7, 1993.*
|
|
|
|
|
|
10.2**
|
|
Amendment No. 1 to the 1993 Stock Option Plan for Non-Employee Directors dated October 20, 1993.
|
|
Filed as Exhibit E to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1994.*
|
|
|
|
|
|
10.3**
|
|
1996 Deferred Stock Plan for Non-Employee Directors.
|
|
Filed as Exhibit A to the Company’s definitive Proxy Statement dated July 8, 1996.*
|
|
|
|
|
|
10.4**
|
|
Amendment No. 1 to the 1996 Deferred Stock Plan for Non-Employee Directors.
|
|
Filed as Exhibit A to the Company’s definitive Proxy Statement dated July 6, 1998.*
|
|
|
|
|
|
10.5**
|
|
2001 Stock Option Plan.
|
|
Filed as Exhibit B to the Company’s definitive Proxy Statement dated July 18, 2001.*
|
|
|
|
|
|
10.6**
|
|
CA, Inc. 2002 Incentive Plan (amended and restated effective as of April 27, 2007).
|
|
Filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007.*
|
|
|
|
|
|
10.7**
|
|
CA, Inc. 2002 Compensation Plan for Non-Employee Directors.
|
|
Filed as Exhibit C to the Company’s definitive Proxy Statement dated July 26, 2002.*
|
|
|
|
|
|
10.8
|
|
Deferred Prosecution Agreement, including the related Information and Stipulation of Facts.
|
|
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 22, 2004.*
|
|
|
|
|
|
10.9
|
|
Final Consent Judgment of Permanent Injunction and Other Relief, including SEC complaint.
|
|
Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 22, 2004.*
|
|
|
|
|
|
10.10**
|
|
Form of Restricted Stock Unit Certificate under the CA, Inc. 2002 Incentive Plan.
|
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004.*
|
|
|
|
|
|
10.11**
|
|
Form of Non-Qualified Stock Option Certificate under the CA, Inc. 2002 Incentive Plan.
|
|
Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004.*
|
|
|
|
|
|
10.12**
|
|
Form of Non-Qualified Stock Option Award Certificate under the CA, Inc. 2002 Incentive Plan.
|
|
Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated June 2, 2006.*
|
|
|
|
|
|
10.13**
|
|
Form of Non-Qualified Stock Option Award Certificate (Employment Agreement) under the CA, Inc. 2002 Incentive Plan.
|
|
Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K dated June 2, 2006.*
|
|
|
|
|
|
10.14**
|
|
Form of Incentive Stock Option Award Certificate under the CA, Inc. 2002 Incentive Plan.
|
|
Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K dated June 2, 2006.*
|
|
|
|
|
|
10.15**
|
|
Form of Incentive Stock Option Award Certificate (Employment Agreement) under the CA, Inc. 2002 Incentive Plan.
|
|
Filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K dated June 2, 2006.*
|
|
|
|
|
|
10.16**
|
|
Program whereby certain designated employees, including the Company’s Named Executive Officers, are provided with certain covered medical services, effective August 1, 2005.
|
|
Filed as Item 1.01 and Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 1, 2005.*
|
|
|
|
|
|
10.17**
|
|
Amended and Restated CA, Inc. Executive Deferred Compensation Plan, effective November 20, 2006.
|
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2006.*
|
|
|
|
|
|
10.18**
|
|
Form of Deferral Election.
|
|
Filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006.*
|
|
|
|
|
|
10.19
|
|
Lease dated August 15, 2006 among the Company, Island Headquarters Operators LLC and Islandia Operators LLC.
|
|
Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 15, 2006.*
|
|
|
|
|
|
10.20**
|
|
CA, Inc. 2007 Incentive Plan.
|
|
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 21, 2007.*
|
|
|
|
|
|
10.21**
|
|
Form of Award Agreement under the CA, Inc. 2007 Incentive Plan — Restricted Stock Units.
|
|
Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 21, 2007.*
|
|
|
|
|
|
10.22**
|
|
Form of Award Agreement under the CA, Inc. 2007 Incentive Plan — Restricted Stock Awards.
|
|
Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated August 21, 2007.*
|
|
|
|
|
|
10.23**
|
|
Form of Award Agreement under the CA, Inc. 2007 Incentive Plan — Non-Qualified Stock Awards.
|
|
Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated August 21, 2007.*
|
|
|
|
|
|
10.24
|
|
Settlement Agreement dated December 21, 2007 between the Company and The Bank of New York, as trustee, Linden Capital L.P. and Swiss Re Financial Products Corporation.
|
|
Filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated January 3, 2008.*
|
|
|
|
|
|
10.25**
|
|
First Amendment to CA, Inc. Executive Deferred Compensation Plan, effective February 25, 2008.
|
|
Filed as Exhibit 10.68 to the Company Annual Report on Form 10-K for the fiscal year ended March 31, 2008.*
|
|
|
|
|
|
10.26**
|
|
First Amendment to Adoption Agreement for CA, Inc. Executive Deferred Compensation Plan, effective February 25, 2008.
|
|
Filed as Exhibit 10.69 to the Company Annual Report on Form 10-K for the fiscal year ended March 31, 2008.*
|
|
|
|
|
|
10.27**
|
|
Amended and Restated Employment Agreement dated September 30, 2009 between the Company and Amy Fliegelman Olli.
|
|
Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.*
|
|
|
|
|
|
10.28**
|
|
Director Retirement Donation Policy.
|
|
Filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.*
|
|
|
|
|
|
10.29**
|
|
Non-Qualified Stock Option Certificate for William E. McCracken.
|
|
Filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.*
|
|
|
|
|
|
10.30**
|
|
Form of Restricted Stock Unit Award Agreement for certain Named Executive Officers.
|
|
Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2009.*
|
|
|
|
|
|
10.31**
|
|
Homeowners Relocation Policy for Senior Executives.
|
|
Filed as Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.*
|
|
|
|
|
|
10.32**
|
|
Renters Relocation Policy for Senior Executives.
|
|
Filed as Exhibit 10.58 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.*
|
|
|
|
|
|
10.33**
|
|
Employment Agreement dated May 6, 2010 between the Company and William E. McCracken.
|
|
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 6, 2010.*
|
|
|
|
|
|
10.34**
|
|
Summary description of Director compensation.
|
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.*
|
|
|
|
|
|
10.35**
|
|
CA, Inc. Special Retirement Vesting Benefit Policy.
|
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010.*
|
|
|
|
|
|
10.36**
|
|
CA, Inc. 2003 Compensation Plan for Non-Employee Directors (amended and restated dated December 31, 2010).
|
|
Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010.*
|
|
|
|
|
|
10.37**
|
|
Letter dated May 18, 2011 from the Company to Richard J. Beckert regarding terms of employment.
|
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011.*
|
|
|
|
|
|
10.38**
|
|
Letter dated April 26, 2011 from the Company to Peter JL Griffiths regarding terms of employment.
|
|
Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.*
|
|
|
|
|
|
10.39**
|
|
CA, Inc. 2011 Incentive Plan.
|
|
Filed as Exhibit B to the Company’s definitive Proxy Statement dated June 10, 2011.*
|
|
|
|
|
|
10.40**
|
|
Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Units.
|
|
Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.*
|
|
|
|
|
|
10.41**
|
|
Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Awards.
|
|
Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.*
|
|
|
|
|
|
10.42**
|
|
Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Awards (special retirement vesting).
|
|
Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.*
|
|
|
|
|
|
10.43**
|
|
Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Non-Qualified Stock Options.
|
|
Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.*
|
|
|
|
|
|
10.44**
|
|
CA, Inc. 2012 Employee Stock Purchase Plan.
|
|
Filed as Exhibit C to the Company’s definitive Proxy Statement dated June 10, 2011.*
|
|
|
|
|
|
10.45
|
|
Credit Agreement dated August 19, 2011.
|
|
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 19, 2011.*
|
|
|
|
|
|
10.46**
|
|
Form of Transitional Award Agreement under the CA, Inc. 2007 Incentive Plan — Restricted Stock Awards.
|
|
Filed as Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.47**
|
|
Form of Transitional Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Awards.
|
|
Filed as Exhibit 10.56 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.48**
|
|
Amended Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Units.
|
|
Filed as Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.49**
|
|
Amended Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Awards.
|
|
Filed as Exhibit 10.58 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.50**
|
|
Amended Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Restricted Stock Awards (special retirement vesting).
|
|
Filed as Exhibit 10.59 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.51**
|
|
Amended Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Non-Qualified Stock Options.
|
|
Filed as Exhibit 10.60 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.52**
|
|
Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Non-Qualified Stock Options (Canadian employees).
|
|
Filed as Exhibit 10.61 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.*
|
|
|
|
|
|
10.53**
|
|
CA, Inc. 2012 Compensation Plan for Non-Employee Directors.
|
|
Filed as Exhibit B to the Company's definitive Proxy Statement dated June 11, 2012.*
|
|
|
|
|
|
10.54**
|
|
Separation Agreement and General Claims Release dated May 1, 2012 between the Company and David C. Dobson.
|
|
Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.*
|
|
|
|
|
|
10.55**
|
|
General Claims Release dated May 24, 2012 between the Company and Nancy E. Cooper.
|
|
Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.*
|
|
|
|
|
|
10.56**
|
|
Bring-down General Claims Release dated July 18, 2012 between the Company and David C. Dobson.
|
|
Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.*
|
|
|
|
|
|
10.57**
|
|
Summary description of amended financial planning benefit.
|
|
Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012.*
|
|
|
|
|
|
10.58**
|
|
Employment Agreement dated December 10, 2012 between the Company and Michael P. Gregoire.
|
|
Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 12, 2012.*
|
|
|
|
|
|
10.59**
|
|
Consulting Agreement dated December 11, 2012 between the Company and William E. McCracken.
|
|
Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 12, 2012.*
|
|
|
|
|
|
10.60**
|
|
CA, Inc. Change in Control Severance Policy (amended and restated effective January 7, 2013).
|
|
Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012.*
|
|
|
|
|
|
10.61**
|
|
Schedules A, B and C (as amended) to CA, Inc. Change in Control Severance Policy.
|
|
Filed herewith.
|
|
|
|
|
|
10.62**
|
|
Amended Form of Award Agreement under the CA, Inc. 2011 Incentive Plan — Non-Qualified Stock Options (Canadian employees).
|
|
Filed herewith.
|
|
|
|
|
|
12.1
|
|
Statement of Ratios of Earnings to Fixed Charges.
|
|
Filed herewith.
|
|
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
Filed herewith.
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed herewith.
|
|
|
|
|
|
24
|
|
Power of Attorney
|
|
Filed herewith.
|
|
|
|
|
|
31.1
|
|
Certification of the CEO pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
|
31.2
|
|
Certification of the CFO pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
|
32
|
|
Certification pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith.
|
|
|
|
|
|
101
|
|
The following financial statements from CA, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language):
|
|
Filed herewith.
|
|
|
|
|
|
|
|
(i) Consolidated Balance Sheets — March 31, 2013 and March 31, 2012.
|
|
|
|
|
|
|
|
|
|
(ii) Consolidated Statements of Operations — Years Ended March 31, 2013, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
(iii) Consolidated Statements of Comprehensive Income — Years Ended March 31, 2013, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
(iv) Consolidated Statements of Stockholders’ Equity — Years Ended March 31, 2013, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
(v) Consolidated Statements of Cash Flows — Years Ended March 31, 2013, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
(vi) Notes to Consolidated Financial Statements — March 31, 2013.
|
|
|
|
|
|
|
|
*
|
Incorporated herein by reference.
|
**
|
Management contract or compensatory plan or arrangement.
|
|
|
CA, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Michael P. Gregoire
|
|
|
|
|
|
|
Michael P. Gregoire
|
|
|
|
Chief Executive Officer
|
|
|
By:
|
/s/ Michael P. Gregoire
|
|
|
|
|
|
|
Michael P. Gregoire
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
By:
|
/s/ Richard J. Beckert
|
|
|
|
|
|
|
Richard J. Beckert
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
By:
|
/s/ Neil A. Manna
|
|
|
|
|
|
|
Neil A. Manna
|
|
|
|
Senior Vice President, Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
*
|
|
Director
|
Jens Alder
|
|
|
|
|
|
*
|
|
Director
|
Raymond J. Bromark
|
|
|
|
|
|
*
|
|
Director
|
Gary J. Fernandes
|
|
|
|
|
|
*
|
|
Director
|
Michael P. Gregoire
|
|
|
|
|
|
*
|
|
Director
|
Rohit Kapoor
|
|
|
|
|
|
*
|
|
Director
|
Kay Koplovitz
|
|
|
|
|
|
*
|
|
Director
|
Christopher B. Lofgren
|
|
|
|
|
|
*
|
|
Director
|
Richard Sulpizio
|
|
|
|
|
|
*
|
|
Director
|
Laura S. Unger
|
|
|
|
|
|
*
|
|
Director
|
Arthur F. Weinbach
|
|
|
|
|
|
*
|
|
Director
|
Renato (Ron) Zambonini
|
|
|
|
|
*By:
|
/s/ C.H.R. DuPree
|
|
C.H.R. DuPree
|
|
Attorney-in-fact
|
|
PAGE
|
|
|
The following Consolidated Financial Statements of CA, Inc.
and subsidiaries are included in Items 8 and 9A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following Consolidated Financial Statement Schedule of CA, Inc.
and subsidiaries is included in Item 15(c):
|
|
|
|
|
March 31,
|
||||||
(in millions, except share amounts)
|
2013
|
|
|
2012
|
|
||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,593
|
|
|
$
|
2,679
|
|
Short-term investments
|
183
|
|
|
—
|
|
||
Trade accounts receivable, net
|
856
|
|
|
902
|
|
||
Deferred income taxes
|
346
|
|
|
231
|
|
||
Other current assets
|
148
|
|
|
153
|
|
||
Total current assets
|
$
|
4,126
|
|
|
$
|
3,965
|
|
Property and equipment, net of accumulated depreciation of $786 and $707, respectively
|
$
|
311
|
|
|
$
|
386
|
|
Goodwill
|
5,871
|
|
|
5,856
|
|
||
Capitalized software and other intangible assets, net
|
1,231
|
|
|
1,389
|
|
||
Deferred income taxes
|
77
|
|
|
151
|
|
||
Other noncurrent assets, net
|
195
|
|
|
250
|
|
||
Total assets
|
$
|
11,811
|
|
|
$
|
11,997
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
16
|
|
|
$
|
14
|
|
Accounts payable
|
93
|
|
|
95
|
|
||
Accrued salaries, wages and commissions
|
304
|
|
|
350
|
|
||
Accrued expenses and other current liabilities
|
406
|
|
|
444
|
|
||
Deferred revenue (billed or collected)
|
2,482
|
|
|
2,658
|
|
||
Taxes payable, other than income taxes payable
|
77
|
|
|
80
|
|
||
Federal, state and foreign income taxes payable
|
151
|
|
|
96
|
|
||
Deferred income taxes
|
12
|
|
|
14
|
|
||
Total current liabilities
|
$
|
3,541
|
|
|
$
|
3,751
|
|
Long-term debt, net of current portion
|
$
|
1,274
|
|
|
$
|
1,287
|
|
Federal, state and foreign income taxes payable
|
338
|
|
|
430
|
|
||
Deferred income taxes
|
120
|
|
|
44
|
|
||
Deferred revenue (billed or collected)
|
975
|
|
|
972
|
|
||
Other noncurrent liabilities
|
113
|
|
|
116
|
|
||
Total liabilities
|
$
|
6,361
|
|
|
$
|
6,600
|
|
Stockholders' equity:
|
|
|
|
||||
Preferred stock, no par value, 10,000,000 shares authorized; No shares issued and outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, $0.10 par value, 1,100,000,000 shares authorized; 589,695,081 and 589,695,081 shares issued; 448,149,131 and 466,183,134 shares outstanding, respectively
|
59
|
|
|
59
|
|
||
Additional paid-in capital
|
3,593
|
|
|
3,491
|
|
||
Retained earnings
|
5,357
|
|
|
4,865
|
|
||
Accumulated other comprehensive loss
|
(155
|
)
|
|
(108
|
)
|
||
Treasury stock, at cost, 141,545,950 and 123,511,947 shares, respectively
|
(3,404
|
)
|
|
(2,910
|
)
|
||
Total stockholders' equity
|
$
|
5,450
|
|
|
$
|
5,397
|
|
Total liabilities and stockholders' equity
|
$
|
11,811
|
|
|
$
|
11,997
|
|
|
Year Ended March 31,
|
||||||||||
(in millions, except per share amounts)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenue:
|
|
|
|
|
|
||||||
Subscription and maintenance revenue
|
$
|
3,858
|
|
|
$
|
4,021
|
|
|
$
|
3,822
|
|
Professional services
|
382
|
|
|
382
|
|
|
327
|
|
|||
Software fees and other
|
403
|
|
|
411
|
|
|
280
|
|
|||
Total revenue
|
$
|
4,643
|
|
|
$
|
4,814
|
|
|
$
|
4,429
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of licensing and maintenance
|
$
|
284
|
|
|
$
|
286
|
|
|
$
|
278
|
|
Cost of professional services
|
354
|
|
|
357
|
|
|
303
|
|
|||
Amortization of capitalized software costs, including impairment of $55 for fiscal year 2013
|
319
|
|
|
225
|
|
|
192
|
|
|||
Selling and marketing
|
1,276
|
|
|
1,394
|
|
|
1,286
|
|
|||
General and administrative
|
405
|
|
|
462
|
|
|
451
|
|
|||
Product development and enhancements
|
490
|
|
|
510
|
|
|
471
|
|
|||
Depreciation and amortization of other intangible assets
|
158
|
|
|
176
|
|
|
187
|
|
|||
Other (gains) expenses, net
|
(5
|
)
|
|
15
|
|
|
7
|
|
|||
Total expenses before interest and income taxes
|
$
|
3,281
|
|
|
$
|
3,425
|
|
|
$
|
3,175
|
|
Income from continuing operations before interest and income taxes
|
$
|
1,362
|
|
|
$
|
1,389
|
|
|
$
|
1,254
|
|
Interest expense, net
|
44
|
|
|
35
|
|
|
45
|
|
|||
Income from continuing operations before income taxes
|
$
|
1,318
|
|
|
$
|
1,354
|
|
|
$
|
1,209
|
|
Income tax expense
|
363
|
|
|
416
|
|
|
386
|
|
|||
Income from continuing operations
|
$
|
955
|
|
|
$
|
938
|
|
|
$
|
823
|
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
13
|
|
|
4
|
|
|||
Net income
|
$
|
955
|
|
|
$
|
951
|
|
|
$
|
827
|
|
Basic income per common share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.07
|
|
|
$
|
1.91
|
|
|
$
|
1.60
|
|
Income from discontinued operations
|
—
|
|
|
0.03
|
|
|
0.01
|
|
|||
Net income
|
$
|
2.07
|
|
|
$
|
1.94
|
|
|
$
|
1.61
|
|
Basic weighted average shares used in computation
|
456
|
|
|
486
|
|
|
506
|
|
|||
Diluted income per common share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.07
|
|
|
$
|
1.90
|
|
|
$
|
1.60
|
|
Income from discontinued operations
|
—
|
|
|
0.03
|
|
|
0.01
|
|
|||
Net income
|
$
|
2.07
|
|
|
$
|
1.93
|
|
|
$
|
1.61
|
|
Diluted weighted average shares used in computation
|
457
|
|
|
487
|
|
|
507
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net income
|
$
|
955
|
|
|
$
|
951
|
|
|
$
|
827
|
|
Other comprehensive (loss)/income
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(47
|
)
|
|
(43
|
)
|
|
58
|
|
|||
Reclassification adjustments on derivatives, net of taxes of $2 for fiscal year 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Total other comprehensive (loss)/income
|
$
|
(47
|
)
|
|
$
|
(43
|
)
|
|
$
|
61
|
|
Comprehensive income
|
$
|
908
|
|
|
$
|
908
|
|
|
$
|
888
|
|
(in millions, except per share amounts)
|
|
Common Stock
|
|
|
Additional Paid-in Capital
|
|
|
Retained Earnings
|
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
|
Treasury Stock
|
|
|
Total Stockholders' Equity
|
|
||||||
Balance at March 31, 2010
|
|
$
|
59
|
|
|
$
|
3,657
|
|
|
$
|
3,361
|
|
|
$
|
(126
|
)
|
|
$
|
(1,964
|
)
|
|
$
|
4,987
|
|
Net income
|
|
|
|
|
|
827
|
|
|
|
|
|
|
827
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
61
|
|
|
|
|
61
|
|
||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
888
|
|
|||||||||||
Share-based compensation
|
|
|
|
80
|
|
|
|
|
|
|
|
|
80
|
|
||||||||||
Dividends declared
|
|
|
|
|
|
(82
|
)
|
|
|
|
|
|
(82
|
)
|
||||||||||
Release of restricted stock, exercise of common stock options and other items
|
|
|
|
(122
|
)
|
|
|
|
|
|
107
|
|
|
(15
|
)
|
|||||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(238
|
)
|
|
(238
|
)
|
||||||||||
Balance at March 31, 2011
|
|
$
|
59
|
|
|
$
|
3,615
|
|
|
$
|
4,106
|
|
|
$
|
(65
|
)
|
|
$
|
(2,095
|
)
|
|
$
|
5,620
|
|
Net income
|
|
|
|
|
|
951
|
|
|
|
|
|
|
951
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(43
|
)
|
|
|
|
(43
|
)
|
||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
908
|
|
|||||||||||
Share-based compensation
|
|
|
|
89
|
|
|
|
|
|
|
|
|
89
|
|
||||||||||
Dividends declared
|
|
|
|
|
|
(192
|
)
|
|
|
|
|
|
(192
|
)
|
||||||||||
Release of restricted stock, exercise of common stock options and other items
|
|
|
|
(88
|
)
|
|
|
|
|
|
110
|
|
|
22
|
|
|||||||||
Accelerated share repurchase
|
|
|
|
(125
|
)
|
|
|
|
|
|
(375
|
)
|
|
(500
|
)
|
|||||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(550
|
)
|
|
(550
|
)
|
||||||||||
Balance at March 31, 2012
|
|
$
|
59
|
|
|
$
|
3,491
|
|
|
$
|
4,865
|
|
|
$
|
(108
|
)
|
|
$
|
(2,910
|
)
|
|
$
|
5,397
|
|
Net income
|
|
|
|
|
|
955
|
|
|
|
|
|
|
955
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(47
|
)
|
|
|
|
(47
|
)
|
||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
908
|
|
|||||||||||
Share-based compensation
|
|
|
|
78
|
|
|
|
|
|
|
|
|
78
|
|
||||||||||
Dividends declared
|
|
|
|
|
|
(463
|
)
|
|
|
|
|
|
(463
|
)
|
||||||||||
Release of restricted stock, exercise of common stock options, ESPP and other items
|
|
|
|
(101
|
)
|
|
|
|
|
|
126
|
|
|
25
|
|
|||||||||
Accelerated share repurchase
|
|
|
|
125
|
|
|
|
|
|
|
(125
|
)
|
|
—
|
|
|||||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(495
|
)
|
|
(495
|
)
|
||||||||||
Balance at March 31, 2013
|
|
$
|
59
|
|
|
$
|
3,593
|
|
|
$
|
5,357
|
|
|
$
|
(155
|
)
|
|
$
|
(3,404
|
)
|
|
$
|
5,450
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Operating activities from continuing operations:
|
|
|
|
|
|
||||||
Net income
|
$
|
955
|
|
|
$
|
951
|
|
|
$
|
827
|
|
Income from discontinued operations
|
—
|
|
|
(13
|
)
|
|
(4
|
)
|
|||
Income from continuing operations
|
$
|
955
|
|
|
$
|
938
|
|
|
$
|
823
|
|
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
477
|
|
|
401
|
|
|
379
|
|
|||
Provision for deferred income taxes
|
13
|
|
|
(16
|
)
|
|
140
|
|
|||
Provision for bad debts
|
7
|
|
|
(1
|
)
|
|
6
|
|
|||
Share-based compensation expense
|
78
|
|
|
89
|
|
|
80
|
|
|||
Asset impairments and other non-cash items
|
12
|
|
|
20
|
|
|
2
|
|
|||
Foreign currency transaction losses
|
16
|
|
|
8
|
|
|
4
|
|
|||
Changes in other operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
||||||
Decrease (increase) in trade accounts receivable
|
35
|
|
|
(45
|
)
|
|
140
|
|
|||
(Decrease) increase in deferred revenue
|
(128
|
)
|
|
97
|
|
|
(128
|
)
|
|||
Decrease in taxes payable, net
|
(56
|
)
|
|
(46
|
)
|
|
(8
|
)
|
|||
Increase in accounts payable, accrued expenses and other
|
6
|
|
|
6
|
|
|
6
|
|
|||
(Decrease) increase in accrued salaries, wages and commissions
|
(42
|
)
|
|
58
|
|
|
(62
|
)
|
|||
Changes in other operating assets and liabilities
|
35
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
$
|
1,408
|
|
|
$
|
1,505
|
|
|
$
|
1,377
|
|
Investing activities from continuing operations:
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired, and purchased software
|
$
|
(76
|
)
|
|
$
|
(387
|
)
|
|
$
|
(252
|
)
|
Purchases of property and equipment
|
(50
|
)
|
|
(72
|
)
|
|
(92
|
)
|
|||
Proceeds from divestiture of assets
|
—
|
|
|
7
|
|
|
13
|
|
|||
Capitalized software development costs
|
(165
|
)
|
|
(180
|
)
|
|
(170
|
)
|
|||
Purchases of investments
|
(346
|
)
|
|
(108
|
)
|
|
(209
|
)
|
|||
Proceeds from sale of investments
|
—
|
|
|
207
|
|
|
9
|
|
|||
Maturities of investments
|
163
|
|
|
80
|
|
|
19
|
|
|||
Other investing activities
|
1
|
|
|
(2
|
)
|
|
(18
|
)
|
|||
Net cash used in investing activities - continuing operations
|
$
|
(473
|
)
|
|
$
|
(455
|
)
|
|
$
|
(700
|
)
|
Financing activities from continuing operations:
|
|
|
|
|
|
||||||
Dividends paid
|
$
|
(463
|
)
|
|
$
|
(192
|
)
|
|
$
|
(82
|
)
|
Purchases of common stock, including accelerated share repurchase
|
(493
|
)
|
|
(1,053
|
)
|
|
(235
|
)
|
|||
Debt borrowings
|
1,143
|
|
|
476
|
|
|
260
|
|
|||
Debt repayments
|
(1,152
|
)
|
|
(599
|
)
|
|
(273
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Exercise of common stock options and other
|
27
|
|
|
40
|
|
|
10
|
|
|||
Net cash used in financing activities - continuing operations
|
$
|
(938
|
)
|
|
$
|
(1,330
|
)
|
|
$
|
(320
|
)
|
Effect of exchange rate changes on cash
|
$
|
(83
|
)
|
|
$
|
(67
|
)
|
|
$
|
89
|
|
Net change in cash and cash equivalents - continuing operations
|
$
|
(86
|
)
|
|
$
|
(347
|
)
|
|
$
|
446
|
|
Cash (used in) provided by operating activities - discontinued operations
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
4
|
|
Cash provided by investing activities - discontinued operations
|
—
|
|
|
4
|
|
|
16
|
|
|||
Net effect of discontinued operations on cash and cash equivalents
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
20
|
|
(Decrease) increase in cash and cash equivalents
|
$
|
(86
|
)
|
|
$
|
(370
|
)
|
|
$
|
466
|
|
Cash and cash equivalents at beginning of period
|
$
|
2,679
|
|
|
$
|
3,049
|
|
|
$
|
2,583
|
|
Cash and cash equivalents at end of period
|
$
|
2,593
|
|
|
$
|
2,679
|
|
|
$
|
3,049
|
|
•
|
Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
|
•
|
Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
(dollars in millions)
|
ITKO
|
|
|
Other Fiscal Year 2012 Acquisitions
|
|
|
Estimated Useful Life
|
|
||
Finite-lived intangible assets
(1)
|
$
|
16
|
|
|
$
|
11
|
|
|
3-15 years
|
|
Purchased software
|
190
|
|
|
8
|
|
|
7 years
|
|
||
Goodwill
|
159
|
|
|
20
|
|
|
Indefinite
|
|
||
Deferred tax liabilities
|
(70
|
)
|
|
(3
|
)
|
|
—
|
|
||
Other assets net of other liabilities assumed
|
20
|
|
(2)
|
3
|
|
|
—
|
|
||
Purchase price
|
$
|
315
|
|
|
$
|
39
|
|
|
|
(1)
|
Includes customer relationships and trade names.
|
(2)
|
Includes approximately
$20 million
of cash acquired relating to ITKO.
|
(in millions)
|
Fiscal Year 2012
|
|
|
Fiscal Year 2011
|
|
||
Subscription and maintenance revenue
|
$
|
15
|
|
|
$
|
83
|
|
Total revenue
|
$
|
15
|
|
|
$
|
83
|
|
(Loss) income from operations of discontinued components, net of tax benefit (expense) of $6 million and $(4) million, respectively
|
$
|
(10
|
)
|
|
$
|
9
|
|
Gain (loss) on disposal of discontinued components, net of taxes
|
23
|
|
|
(5
|
)
|
||
Income from discontinued operations, net of taxes
|
$
|
13
|
|
|
$
|
4
|
|
(in millions)
|
Accrued Balance at March 31, 2012
|
|
|
Expense
|
|
|
Change in
Estimate
|
|
|
Payments
|
|
|
Accretion
and Other
|
|
|
Accrued Balance at March 31, 2013
|
|
||||||
Severance
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
(6
|
)
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
16
|
|
Facilities abandonment
|
40
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(4
|
)
|
|
23
|
|
||||||
Total accrued liabilities
|
$
|
53
|
|
|
|
|
|
|
|
|
|
|
$
|
39
|
|
(in millions)
|
Accrued Balance at March 31, 2011
|
|
|
Expense
|
|
|
Change in
Estimate
|
|
|
Payments
|
|
|
Accretion
and Other
|
|
|
Accrued Balance at March 31, 2012
|
|
||||||
Severance
|
$
|
8
|
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
13
|
|
Facilities abandonment
|
47
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
4
|
|
|
40
|
|
||||||
Total accrued liabilities
|
$
|
55
|
|
|
|
|
|
|
|
|
|
|
$
|
53
|
|
(in millions)
|
Accrued Balance at March 31, 2010
|
|
|
Expense
|
|
|
Change in
Estimate
|
|
|
Payments
|
|
|
Accretion
and Other
|
|
|
Accrued Balance at March 31, 2011
|
|
||||||
Severance
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(42
|
)
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
Facilities abandonment
|
62
|
|
|
—
|
|
|
1
|
|
|
(19
|
)
|
|
3
|
|
|
47
|
|
||||||
Total accrued liabilities
|
$
|
116
|
|
|
|
|
|
|
|
|
|
|
$
|
55
|
|
|
At March 31,
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Accounts receivable – billed
|
$
|
796
|
|
|
$
|
812
|
|
Accounts receivable – unbilled
|
63
|
|
|
80
|
|
||
Other receivables
|
21
|
|
|
26
|
|
||
Less: Allowances
|
(24
|
)
|
|
(16
|
)
|
||
Trade accounts receivable, net
|
$
|
856
|
|
|
$
|
902
|
|
|
At March 31.
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Land and buildings
|
$
|
210
|
|
|
$
|
224
|
|
Equipment, software developed for internal use, furniture and leasehold improvements
|
887
|
|
|
869
|
|
||
|
1,097
|
|
|
1,093
|
|
||
Accumulated depreciation and amortization
|
(786
|
)
|
|
(707
|
)
|
||
Property and equipment, net
|
$
|
311
|
|
|
$
|
386
|
|
|
At March 31, 2013
|
||||||||||||||||||
(in millions)
|
Gross
Amortizable
Assets
|
|
|
Less: Fully
Amortized
Assets
|
|
|
Remaining
Amortizable
Assets
|
|
|
Accumulated
Amortization
on Remaining
Amortizable
Assets
|
|
|
Net
Assets
|
|
|||||
Purchased software products
|
$
|
5,597
|
|
|
$
|
4,735
|
|
|
$
|
862
|
|
|
$
|
309
|
|
|
$
|
553
|
|
Internally developed software products
|
1,528
|
|
|
661
|
|
|
867
|
|
|
327
|
|
|
540
|
|
|||||
Other intangible assets
|
816
|
|
|
429
|
|
|
387
|
|
|
249
|
|
|
138
|
|
|||||
Total capitalized software and other intangible assets
|
$
|
7,941
|
|
|
$
|
5,825
|
|
|
$
|
2,116
|
|
|
$
|
885
|
|
|
$
|
1,231
|
|
|
At March 31, 2012
|
||||||||||||||||||
(in millions)
|
Gross
Amortizable
Assets
|
|
|
Less: Fully
Amortized
Assets
|
|
|
Remaining
Amortizable
Assets
|
|
|
Accumulated
Amortization
on Remaining
Amortizable
Assets
|
|
|
Net
Assets
|
|
|||||
Purchased software products
|
$
|
5,628
|
|
|
$
|
4,733
|
|
|
$
|
895
|
|
|
$
|
228
|
|
|
$
|
667
|
|
Internally developed software products
|
1,366
|
|
|
574
|
|
|
792
|
|
|
258
|
|
|
534
|
|
|||||
Other intangible assets
|
814
|
|
|
412
|
|
|
402
|
|
|
214
|
|
|
188
|
|
|||||
Total capitalized software and other intangible assets
|
$
|
7,808
|
|
|
$
|
5,719
|
|
|
$
|
2,089
|
|
|
$
|
700
|
|
|
$
|
1,389
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Depreciation
|
$
|
104
|
|
|
$
|
111
|
|
|
$
|
114
|
|
Amortization of purchased software products
|
163
|
|
|
103
|
|
|
88
|
|
|||
Amortization of internally developed software products
|
156
|
|
|
122
|
|
|
104
|
|
|||
Amortization of other intangible assets
|
54
|
|
|
65
|
|
|
73
|
|
|||
Total
|
$
|
477
|
|
|
$
|
401
|
|
|
$
|
379
|
|
|
Year Ended March 31,
|
||||||||||||||||||
(in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|||||
Purchased software products
|
$
|
100
|
|
|
$
|
89
|
|
|
$
|
88
|
|
|
$
|
86
|
|
|
$
|
83
|
|
Internally developed software products
|
164
|
|
|
144
|
|
|
113
|
|
|
80
|
|
|
33
|
|
|||||
Other intangible assets
|
49
|
|
|
41
|
|
|
27
|
|
|
10
|
|
|
5
|
|
|||||
Total
|
$
|
313
|
|
|
$
|
274
|
|
|
$
|
228
|
|
|
$
|
176
|
|
|
$
|
121
|
|
|
At March 31,
|
|||||
(in millions)
|
2013
|
|
|
2012
|
|
|
Balance at beginning of year
|
$
|
5,856
|
|
|
5,686
|
|
Amounts allocated to loss on discontinued operations
|
—
|
|
|
(7
|
)
|
|
Acquisitions
|
17
|
|
|
179
|
|
|
Foreign currency translation adjustment
|
(2
|
)
|
|
(2
|
)
|
|
Balance at end of year
|
$
|
5,871
|
|
|
5,856
|
|
|
At March 31,
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Current:
|
|
|
|
||||
Subscription and maintenance
|
$
|
2,307
|
|
|
$
|
2,479
|
|
Professional services
|
154
|
|
|
162
|
|
||
Software fees and other
|
21
|
|
|
17
|
|
||
Total deferred revenue (billed or collected) – current
|
$
|
2,482
|
|
|
$
|
2,658
|
|
Noncurrent:
|
|
|
|
||||
Subscription and maintenance
|
$
|
940
|
|
|
$
|
935
|
|
Professional services
|
33
|
|
|
35
|
|
||
Software fees and other
|
2
|
|
|
2
|
|
||
Total deferred revenue (billed or collected) – noncurrent
|
$
|
975
|
|
|
$
|
972
|
|
Total deferred revenue (billed or collected)
|
$
|
3,457
|
|
|
$
|
3,630
|
|
|
At March 31,
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Revolving credit facility due August 2016
|
$
|
—
|
|
|
$
|
—
|
|
5.375% Notes due November 2019
|
750
|
|
|
750
|
|
||
6.125% Notes due December 2014, net of unamortized premium from fair value hedge of $19 and $27
|
519
|
|
|
527
|
|
||
Other indebtedness, primarily capital leases
|
26
|
|
|
29
|
|
||
Unamortized discount for Notes
|
(5
|
)
|
|
(5
|
)
|
||
Total debt outstanding
|
$
|
1,290
|
|
|
$
|
1,301
|
|
Less the current portion
|
(16
|
)
|
|
(14
|
)
|
||
Total long-term debt portion
|
$
|
1,274
|
|
|
$
|
1,287
|
|
|
Year Ended March 31,
|
||||||||||||||||||||||
(in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
||||||
Amount due
|
$
|
16
|
|
|
$
|
523
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
745
|
|
|
At March 31,
|
||||
|
2013
|
|
|
2012
|
|
Applicable margin on Base Rate borrowing
|
0.25
|
%
|
|
0.25
|
%
|
Weighted average interest rate on outstanding borrowings
|
—
|
%
|
|
—
|
%
|
Applicable margin on Eurocurrency Rate borrowing
|
1.10
|
%
|
|
1.10
|
%
|
Facility commitment fee
|
0.15
|
%
|
|
0.15
|
%
|
|
At March 31,
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Total borrowing positions outstanding at beginning of year
(1)
|
$
|
139
|
|
|
$
|
—
|
|
Borrowings
|
1,143
|
|
|
476
|
|
||
Repayments
|
(1,139
|
)
|
|
(331
|
)
|
||
Foreign currency exchange effect
|
(7
|
)
|
|
(6
|
)
|
||
Total borrowing positions outstanding at end of year
(1)
|
$
|
136
|
|
|
$
|
139
|
|
(1)
|
Included in “Accrued expenses and other current liabilities” in the Company’s Consolidated Balance Sheet.
|
|
Amount of Net (Gain)/Loss Recognized in the
Consolidated Statements of Operations
|
||||||||||
Location of Amounts Recognized
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Interest expense, net – interest rate swaps designated as cash flow hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Interest expense, net – interest rate swaps designated as fair value hedges
|
$
|
(12
|
)
|
|
$
|
(12
|
)
|
|
$
|
(12
|
)
|
Other (gains) expenses, net – foreign currency contracts
|
$
|
11
|
|
|
$
|
(3
|
)
|
|
$
|
14
|
|
|
At March 31, 2013
|
|
At March 31, 2012
|
|
||||||||||||||||||||
|
Fair Value
Measurement Using
Input Types
|
|
Estimated
Fair
Value
|
|
Fair Value
Measurement Using
Input Types
|
|
Estimated
Fair
Value
|
|
||||||||||||||||
(in millions)
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
1,280
|
|
(1)
|
$
|
1,374
|
|
|
$
|
—
|
|
|
$
|
1,374
|
|
(2)
|
Foreign exchange derivatives
(3)
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
||||||
Interest rate derivatives
(3)
|
—
|
|
|
19
|
|
|
19
|
|
|
—
|
|
|
27
|
|
|
27
|
|
|
||||||
Total assets
|
$
|
1,280
|
|
|
$
|
20
|
|
|
$
|
1,300
|
|
|
$
|
1,374
|
|
|
$
|
29
|
|
|
$
|
1,403
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange derivatives
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
(1)
|
At
March 31, 2013
, the Company had approximately
$1,230 million
and
$50 million
of investments in money market funds classified as “Cash and cash equivalents” and “Other noncurrent assets, net” for restricted cash amounts, respectively, in its Consolidated Balance Sheet.
|
(2)
|
At
March 31, 2012
, the Company had approximately
$1,324 million
and
$50 million
of investments in money market funds classified as “Cash and cash equivalents” and “Other noncurrent assets, net” for restricted cash amounts, respectively, in its Consolidated Balance Sheet.
|
(3)
|
See Note 9, “Derivatives” for additional information. Interest rate derivatives fair value excludes accrued interest.
|
|
At March 31, 2013
|
|
At March 31, 2012
|
||||||||||||
(in millions)
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Total debt
(1)
|
$
|
1,290
|
|
|
$
|
1,413
|
|
|
$
|
1,301
|
|
|
$
|
1,408
|
|
Facilities abandonment reserve
(2)
|
$
|
23
|
|
|
$
|
27
|
|
|
$
|
42
|
|
|
$
|
48
|
|
(1)
|
Estimated fair value of total debt is based on quoted prices for similar liabilities for which significant inputs are observable except for certain long-term lease obligations, for which fair value approximates carrying value (Level 2).
|
(2)
|
Estimated fair value for the facilities abandonment reserve is determined using the Company’s incremental borrowing rate at
March 31, 2013
and
2012
. At
March 31, 2013
and
2012
, the facilities abandonment reserve included approximately
$6 million
and
$16 million
, respectively, in “Accrued expenses and other current liabilities” and approximately
$17 million
and
$26 million
, respectively, in “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets (Level 3).
|
Fiscal Year
|
(in millions)
|
|
|
2014
|
$
|
97
|
|
2015
|
86
|
|
|
2016
|
68
|
|
|
2017
|
56
|
|
|
2018
|
50
|
|
|
Thereafter
|
140
|
|
|
Total
|
$
|
497
|
|
Less income from sublease
|
(24
|
)
|
|
Net minimum operating lease payments
|
$
|
473
|
|
Declaration Date
|
|
Dividend Per Share
|
|
|
Record Date
|
|
Total Amount
|
|
|
Payment Date
|
||
May 8, 2012
|
|
$
|
0.25
|
|
|
May 22, 2012
|
|
$
|
119
|
|
|
June 12, 2012
|
August 2, 2012
|
|
$
|
0.25
|
|
|
August 14, 2012
|
|
$
|
116
|
|
|
September 11, 2012
|
November 7, 2012
|
|
$
|
0.25
|
|
|
November 20, 2012
|
|
$
|
114
|
|
|
December 11, 2012
|
February 7, 2013
|
|
$
|
0.25
|
|
|
February 21, 2013
|
|
$
|
114
|
|
|
March 19, 2013
|
Declaration Date
|
|
Dividend Per Share
|
|
|
Record Date
|
|
Total Amount
|
|
|
Payment Date
|
||
May 12, 2011
|
|
$
|
0.05
|
|
|
May 23, 2011
|
|
$
|
25
|
|
|
June 16, 2011
|
August 3, 2011
|
|
$
|
0.05
|
|
|
August 16, 2011
|
|
$
|
25
|
|
|
September 14, 2011
|
November 9, 2011
|
|
$
|
0.05
|
|
|
November 22, 2011
|
|
$
|
25
|
|
|
December 14, 2011
|
January 23, 2012
|
|
$
|
0.25
|
|
|
February 14, 2012
|
|
$
|
117
|
|
|
March 13, 2012
|
|
Year Ended March 31,
|
||||||||||
(in millions, except per share amounts)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Basic income from continuing operations per common share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
955
|
|
|
$
|
938
|
|
|
$
|
823
|
|
Less: Income from continuing operations allocable to participating securities
|
(11
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|||
Income from continuing operations allocable to common shares
|
$
|
944
|
|
|
$
|
927
|
|
|
$
|
812
|
|
Weighted average common shares outstanding
|
456
|
|
|
486
|
|
|
506
|
|
|||
Basic income from continuing operations per common share
|
$
|
2.07
|
|
|
$
|
1.91
|
|
|
$
|
1.60
|
|
Diluted income from continuing operations per common share:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
955
|
|
|
$
|
938
|
|
|
$
|
823
|
|
Less: Income from continuing operations allocable to participating securities
|
(11
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|||
Income from continuing operations allocable to common shares
|
$
|
944
|
|
|
$
|
927
|
|
|
$
|
812
|
|
Weighted average shares outstanding and common share equivalents:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
456
|
|
|
486
|
|
|
506
|
|
|||
Weighted average effect of share-based payment awards
|
1
|
|
|
1
|
|
|
1
|
|
|||
Denominator in calculation of diluted income per share
|
457
|
|
|
487
|
|
|
507
|
|
|||
Diluted income from continuing operations per common share
|
$
|
2.07
|
|
|
$
|
1.90
|
|
|
$
|
1.60
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Costs of licensing and maintenance
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Cost of professional services
|
4
|
|
|
4
|
|
|
3
|
|
|||
Selling and marketing
|
31
|
|
|
36
|
|
|
30
|
|
|||
General and administrative
|
23
|
|
|
27
|
|
|
24
|
|
|||
Product development and enhancements
|
17
|
|
|
19
|
|
|
20
|
|
|||
Share-based compensation expense before tax
|
$
|
78
|
|
|
$
|
89
|
|
|
$
|
80
|
|
Income tax benefit
|
(25
|
)
|
|
(29
|
)
|
|
(26
|
)
|
|||
Net share-based compensation expense
|
$
|
53
|
|
|
$
|
60
|
|
|
$
|
54
|
|
|
Unrecognized Share-Based Compensation Costs
|
|
|
Weighted Average Period Expected to be Recognized
|
|
|
(in millions)
|
|
|
(in years)
|
|
Stock option awards
|
$
|
6
|
|
|
2.3
|
Restricted stock units
|
15
|
|
|
1.9
|
|
Restricted stock awards
|
54
|
|
|
1.7
|
|
Performance share units
|
11
|
|
|
2.7
|
|
Total unrecognized share-based compensation costs
|
$
|
86
|
|
|
1.9
|
|
Number of Shares
(in millions)
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value
(1)
(in millions)
|
|
||
Vested
|
3.7
|
|
|
$
|
26.18
|
|
|
1.8
|
|
$
|
4.0
|
|
Expected to vest
(2)
|
2.2
|
|
|
23.59
|
|
|
6.8
|
|
3.5
|
|
||
Total
|
5.9
|
|
|
$
|
25.21
|
|
|
3.7
|
|
$
|
7.5
|
|
(1)
|
These amounts represent the difference between the exercise price and
$25.18
, the closing price of the Company’s common stock on
March 28, 2013
, the last trading day of the Company’s fiscal year as reported on the NASDAQ Stock Market for all in-the-money options.
|
(2)
|
Outstanding options expected to vest are net of estimated future forfeitures.
|
|
Number of Shares
|
|
|
Weighted Average Exercise Price
|
|
|
|
(in millions)
|
|
|
|||
Outstanding at March 31, 2010
|
11.3
|
|
|
$
|
24.65
|
|
Granted
|
1.2
|
|
|
19.34
|
|
|
Exercised
|
(0.5
|
)
|
|
18.81
|
|
|
Expired or terminated
|
(4.0
|
)
|
|
27.05
|
|
|
Outstanding at March 31, 2011
|
8.0
|
|
|
$
|
23.03
|
|
Granted
|
0.6
|
|
|
21.89
|
|
|
Exercised
|
(1.8
|
)
|
|
20.79
|
|
|
Expired or terminated
|
(1.0
|
)
|
|
23.46
|
|
|
Outstanding at March 31, 2012
|
5.8
|
|
|
$
|
23.52
|
|
Granted
|
1.8
|
|
|
24.39
|
|
|
Exercised
|
(1.2
|
)
|
|
17.17
|
|
|
Expired or terminated
|
(0.4
|
)
|
|
22.09
|
|
|
Outstanding at March 31, 2013
|
6.0
|
|
|
$
|
25.17
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||
Range of Exercise Prices
|
Shares
|
|
|
Aggregate Intrinsic Value
|
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
|
|
Shares
|
|
|
Aggregate Intrinsic Value
|
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
|
||||
(in millions)
|
|
|
(in millions)
|
|
|
(in years)
|
|
|
(in millions)
|
|
|
(in millions)
|
|
|
(in years)
|
|
|||||||||
$ 7.07 — $20.00
|
0.5
|
|
|
$
|
3.2
|
|
|
3.9
|
|
$
|
18.92
|
|
|
0.3
|
|
|
$
|
2.1
|
|
|
3.8
|
|
$
|
18.60
|
|
$20.01 — $25.00
|
2.1
|
|
|
4.5
|
|
|
6.5
|
|
22.98
|
|
|
0.6
|
|
|
1.9
|
|
|
3.8
|
|
22.00
|
|
||||
$25.01 — $30.00
|
3.1
|
|
|
—
|
|
|
2.3
|
|
26.95
|
|
|
2.5
|
|
|
—
|
|
|
1.2
|
|
27.44
|
|
||||
$30.01 — over
|
0.3
|
|
|
—
|
|
|
1.3
|
|
31.73
|
|
|
0.3
|
|
|
—
|
|
|
1.3
|
|
31.73
|
|
||||
|
6.0
|
|
|
$
|
7.7
|
|
|
3.8
|
|
$
|
25.17
|
|
|
3.7
|
|
|
$
|
4.0
|
|
|
1.8
|
|
$
|
26.18
|
|
|
Year Ended March 31,
|
|||||||
|
2013
|
|
|
2012
|
|
|
2011
|
|
Weighted average fair value
|
4.26
|
|
|
5.99
|
|
|
5.55
|
|
Dividend yield
|
4.06
|
%
|
|
0.91
|
%
|
|
0.83
|
%
|
Expected volatility factor
(1)
|
31
|
%
|
|
33
|
%
|
|
34
|
%
|
Risk-free interest rate
(2)
|
1.0
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
Expected life (in years)
(3)
|
4.9
|
|
|
4.5
|
|
|
4.5
|
|
(1)
|
Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term of the options and the implied volatility derived from the market prices of the Company’s traded options.
|
(2)
|
The risk-free rate for periods within the contractual term of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant.
|
(3)
|
The expected life is the number of years the Company estimates that options will be outstanding prior to exercise.
The Company’s computation of expected life was determined based on the simplified method (the average of the vesting period and option term).
|
|
Year Ended March 31,
|
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|||
Cash received from options exercised
|
$
|
21
|
|
|
$
|
37
|
|
|
$
|
10
|
|
|
Intrinsic value of options exercised
|
10
|
|
|
9
|
|
|
2
|
|
|
|||
Excess tax benefits from options exercised
|
6
|
|
|
3
|
|
|
—
|
|
(1)
|
(1)
|
Less than $1 million.
|
|
Number of Shares
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
|
(in millions)
|
|
|
|||
Outstanding at March 31, 2010
|
5.3
|
|
|
$
|
20.73
|
|
RSA granted
|
4.7
|
|
|
21.41
|
|
|
RSA released
|
(3.3
|
)
|
|
22.00
|
|
|
RSA forfeitures
|
(0.9
|
)
|
|
20.72
|
|
|
Outstanding at March 31, 2011
|
5.8
|
|
|
$
|
20.56
|
|
RSA granted
|
3.8
|
|
|
24.54
|
|
|
RSA released
|
(3.0
|
)
|
|
21.57
|
|
|
RSA forfeitures
|
(0.9
|
)
|
|
22.33
|
|
|
Outstanding at March 31, 2012
|
5.7
|
|
|
$
|
22.41
|
|
RSA granted
|
3.5
|
|
|
26.21
|
|
|
RSA released
|
(3.6
|
)
|
|
22.22
|
|
|
RSA forfeitures
|
(0.6
|
)
|
|
24.69
|
|
|
Outstanding at March 31, 2013
|
5.0
|
|
|
$
|
24.98
|
|
|
Number of Shares
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
|
(in millions)
|
|
|
|||
Outstanding at March 31, 2010
|
0.9
|
|
|
$
|
20.51
|
|
RSU granted
|
0.6
|
|
|
21.30
|
|
|
RSU released
|
(0.4
|
)
|
|
23.47
|
|
|
RSU forfeitures
|
(0.1
|
)
|
|
19.05
|
|
|
Outstanding at March 31, 2011
|
1.0
|
|
|
$
|
20.03
|
|
RSU granted
|
0.7
|
|
|
24.06
|
|
|
RSU released
|
(0.3
|
)
|
|
20.70
|
|
|
RSU forfeitures
|
(0.2
|
)
|
|
21.61
|
|
|
Outstanding at March 31, 2012
|
1.2
|
|
|
$
|
21.91
|
|
RSU granted
|
0.9
|
|
|
23.72
|
|
|
RSU released
|
(0.6
|
)
|
|
21.03
|
|
|
RSU forfeitures
|
(0.1
|
)
|
|
23.38
|
|
|
Outstanding at March 31, 2013
|
1.4
|
|
|
$
|
23.28
|
|
|
|
|
RSAs
|
|
RSUs
|
||||||||||
Incentive Plans for Fiscal Years
|
Performance Period
|
|
Shares
(in millions)
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
Shares
(in millions)
|
|
|
Weighted Average Grant Date Fair Value
|
|
||
2012
|
1 year
|
|
1.2
|
|
|
$
|
26.39
|
|
|
0.2
|
|
|
$
|
25.40
|
|
2011
|
1 year
|
|
1.1
|
|
|
$
|
24.68
|
|
|
0.1
|
|
|
$
|
24.48
|
|
2010
|
1 year
|
|
2.2
|
|
|
$
|
21.47
|
|
|
—
|
|
(1)
|
$
|
21.38
|
|
(1)
|
Shares granted amounted to less than 0.1 million.
|
Incentive Plans for Fiscal Years
|
Performance Period
|
|
Unrestricted Shares
(in millions)
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
2010
|
3 years
|
|
0.2
|
|
|
$
|
26.39
|
|
2009
|
3 years
|
|
0.2
|
|
|
$
|
24.68
|
|
2008
|
3 years
|
|
0.3
|
|
|
$
|
21.47
|
|
|
|
|
RSAs
|
|
RSUs
|
||||||||||
Incentive Plans for Fiscal Years
|
Performance Period
|
|
Shares
(in millions)
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
Shares
(in millions)
|
|
|
Weighted Average Grant Date Fair Value
|
|
||
2012
|
1 year
|
|
0.2
|
|
|
$
|
26.39
|
|
|
0.1
|
|
|
$
|
23.41
|
|
2011
|
1 year
|
|
0.3
|
|
|
$
|
24.68
|
|
|
0.1
|
|
|
$
|
24.09
|
|
2010
|
1 year
|
|
0.4
|
|
|
$
|
21.47
|
|
|
0.1
|
|
|
$
|
21.36
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Domestic
|
$
|
924
|
|
|
$
|
830
|
|
|
$
|
751
|
|
Foreign
|
394
|
|
|
524
|
|
|
458
|
|
|||
Income from continuing operations before income taxes
|
$
|
1,318
|
|
|
$
|
1,354
|
|
|
$
|
1,209
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
279
|
|
|
$
|
275
|
|
|
$
|
110
|
|
State
|
39
|
|
|
37
|
|
|
48
|
|
|||
Foreign
|
32
|
|
|
120
|
|
|
88
|
|
|||
Total current
|
$
|
350
|
|
|
$
|
432
|
|
|
$
|
246
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(18
|
)
|
|
$
|
4
|
|
|
$
|
65
|
|
State
|
3
|
|
|
(22
|
)
|
|
5
|
|
|||
Foreign
|
28
|
|
|
2
|
|
|
70
|
|
|||
Total deferred
|
$
|
13
|
|
|
$
|
(16
|
)
|
|
$
|
140
|
|
Total:
|
|
|
|
|
|
||||||
Federal
|
$
|
261
|
|
|
$
|
279
|
|
|
$
|
175
|
|
State
|
42
|
|
|
15
|
|
|
53
|
|
|||
Foreign
|
60
|
|
|
122
|
|
|
158
|
|
|||
Total income tax expense from continuing operations
|
$
|
363
|
|
|
$
|
416
|
|
|
$
|
386
|
|
|
Year Ended March 31,
|
||||||||||
(in millions)
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Tax expense at U.S. federal statutory tax rate
|
$
|
461
|
|
|
$
|
474
|
|
|
$
|
423
|
|
Effect of international operations
|
(128
|
)
|
|
(89
|
)
|
|
(129
|
)
|
|||
U.S. federal and state tax contingencies
|
(8
|
)
|
|
23
|
|
|
61
|
|
|||
Domestic manufacturing deduction
|
(21
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|||
State taxes, net of U.S. federal tax benefit
|
23
|
|
|
17
|
|
|
13
|
|
|||
Valuation allowance
|
11
|
|
|
(15
|
)
|
|
(2
|
)
|
|||
Other, net
|
25
|
|
|
25
|
|
|
39
|
|
|||
Income tax expense from continuing operations
|
$
|
363
|
|
|
$
|
416
|
|
|
$
|
386
|
|
|
At March 31,
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Deferred tax assets:
|
|
|
|
||||
Modified accrual basis accounting for revenue
|
$
|
379
|
|
|
$
|
447
|
|
Share-based compensation
|
38
|
|
|
48
|
|
||
Accrued expenses
|
42
|
|
|
30
|
|
||
Net operating losses
|
158
|
|
|
173
|
|
||
Intangible assets amortizable for tax purposes
|
7
|
|
|
11
|
|
||
Deductible state tax and interest benefits
|
51
|
|
|
56
|
|
||
Other
|
55
|
|
|
53
|
|
||
Total deferred tax assets
|
$
|
730
|
|
|
$
|
818
|
|
Valuation allowances
|
(75
|
)
|
|
(68
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
655
|
|
|
$
|
750
|
|
Deferred tax liabilities:
|
|
|
|
||||
Purchased software
|
$
|
93
|
|
|
$
|
133
|
|
Depreciation
|
21
|
|
|
31
|
|
||
Other intangible assets
|
41
|
|
|
56
|
|
||
Capitalized development costs
|
209
|
|
|
206
|
|
||
Total deferred tax liabilities
|
$
|
364
|
|
|
$
|
426
|
|
Net deferred tax asset
|
$
|
291
|
|
|
$
|
324
|
|
|
At March 31,
|
||||||
(in millions)
|
2013
|
|
|
2012
|
|
||
Balance at beginning of year
|
$
|
523
|
|
|
$
|
522
|
|
Additions for tax positions related to the current year
|
30
|
|
|
26
|
|
||
Additions for tax positions from prior years
|
60
|
|
|
21
|
|
||
Reductions for tax positions from prior years
|
(158
|
)
|
|
(17
|
)
|
||
Settlement payments
|
(55
|
)
|
|
(19
|
)
|
||
Statute of limitations expiration
|
(15
|
)
|
|
(6
|
)
|
||
Translation and other
|
(3
|
)
|
|
(4
|
)
|
||
Balance at end of year
|
$
|
382
|
|
|
$
|
523
|
|
•
|
United States — federal tax years are open for years 2005 through 2007 and years 2011 and forward;
|
•
|
Germany — tax years are open for years 2010 and forward;
|
•
|
Italy — tax years are open for years 2008 and forward;
|
•
|
Japan— tax years are open for years 2007 and forward; and
|
•
|
United Kingdom — tax years are open for years 2010 and forward.
|
Year Ended March 31, 2013
|
|
Mainframe
Solutions
|
|
|
Enterprise
Solutions
|
|
|
Services
|
|
|
Total
|
|
|
||||
(dollars in millions)
|
|||||||||||||||||
Revenue
|
|
$
|
2,489
|
|
|
$
|
1,772
|
|
|
$
|
382
|
|
|
$
|
4,643
|
|
|
Expenses
|
|
1,016
|
|
|
1,612
|
|
|
358
|
|
|
2,986
|
|
|
||||
Segment profit
|
|
$
|
1,473
|
|
|
$
|
160
|
|
|
$
|
24
|
|
|
$
|
1,657
|
|
|
Segment operating margin
|
|
59
|
%
|
|
9
|
%
|
|
6
|
%
|
|
36
|
%
|
|
||||
Depreciation and amortization
|
|
$
|
103
|
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
260
|
|
|
Segment profit
|
$
|
1,657
|
|
|
Less:
|
|
|
||
Purchased software amortization
(1)
|
163
|
|
|
|
Other intangibles amortization
|
54
|
|
|
|
Share-based compensation expense
|
78
|
|
|
|
Other (gains) expenses, net
(2)
|
—
|
|
|
|
Interest expense, net
|
44
|
|
|
|
Income from continuing operations before income taxes
|
$
|
1,318
|
|
|
(1)
|
Amount includes impairment recorded in the fourth quarter of fiscal year 2013 of
$55 million
relating to purchased software (see Note 6, “Long Lived Assets,” in the Notes to the Consolidated Financial Statements for additional information).
|
(2)
|
Other (gains) expenses, net consists of other unallocated costs including foreign exchange derivative (gains) losses, and other miscellaneous costs.
|
Year Ended March 31, 2012
|
|
Mainframe
Solutions
|
|
|
Enterprise
Solutions
|
|
|
Services
|
|
|
Total
|
|
|
||||
(dollars in millions)
|
|||||||||||||||||
Revenue
|
|
$
|
2,612
|
|
|
$
|
1,820
|
|
|
$
|
382
|
|
|
$
|
4,814
|
|
|
Expenses
|
|
1,140
|
|
|
1,668
|
|
|
359
|
|
|
3,167
|
|
|
||||
Segment profit
|
|
$
|
1,472
|
|
|
$
|
152
|
|
|
$
|
23
|
|
|
$
|
1,647
|
|
|
Segment operating margin
|
|
56
|
%
|
|
8
|
%
|
|
6
|
%
|
|
34
|
%
|
|
||||
Depreciation and amortization
|
|
$
|
99
|
|
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
233
|
|
|
Segment profit
|
$
|
1,647
|
|
|
Less:
|
|
|
||
Purchased software amortization
|
103
|
|
|
|
Other intangibles amortization
|
65
|
|
|
|
Share-based compensation expense
|
89
|
|
|
|
Other (gains) expenses, net
(1)
|
1
|
|
|
|
Interest expense, net
|
35
|
|
|
|
Income from continuing operations before income taxes
|
$
|
1,354
|
|
|
(1)
|
Other (gains) expenses, net consists of other unallocated costs including foreign exchange derivative (gains) losses, and other miscellaneous costs.
|
Year Ended March 31, 2011
|
|
Mainframe
Solutions
|
|
|
Enterprise
Solutions
|
|
|
Services
|
|
|
Total
|
|
|
||||
(dollars in millions)
|
|||||||||||||||||
Revenue
|
|
$
|
2,479
|
|
|
$
|
1,623
|
|
|
$
|
327
|
|
|
$
|
4,429
|
|
|
Expenses
|
|
1,129
|
|
|
1,501
|
|
|
310
|
|
|
2,940
|
|
|
||||
Segment profit
|
|
$
|
1,350
|
|
|
$
|
122
|
|
|
$
|
17
|
|
|
$
|
1,489
|
|
|
Segment operating margin
|
|
54
|
%
|
|
8
|
%
|
|
5
|
%
|
|
34
|
%
|
|
||||
Depreciation and amortization
|
|
$
|
102
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
218
|
|
|
Segment profit
|
$
|
1,489
|
|
|
Less:
|
|
|
||
Purchased software amortization
|
88
|
|
|
|
Other intangibles amortization
|
73
|
|
|
|
Share-based compensation expense
|
80
|
|
|
|
Other (gains) expenses, net
(1)
|
(6
|
)
|
|
|
Interest expense, net
|
45
|
|
|
|
Income from continuing operations before income taxes
|
$
|
1,209
|
|
|
(1)
|
Other (gains) expenses, net consists of other unallocated costs including foreign exchange derivative (gains) losses, and other miscellaneous costs.
|
(in millions)
|
Mainframe Solutions
|
|
|
Enterprise Solutions
|
|
|
Services
|
|
|||
Balance at beginning of year
|
$
|
4,179
|
|
|
$
|
1,596
|
|
|
$
|
81
|
|
Acquisitions
|
—
|
|
|
17
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
4,178
|
|
|
$
|
1,612
|
|
|
$
|
81
|
|
(in millions)
|
United States
|
|
|
Europe
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Year Ended March 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
To unaffiliated customers
|
$
|
2,747
|
|
|
$
|
1,104
|
|
|
$
|
792
|
|
|
$
|
—
|
|
|
$
|
4,643
|
|
Between geographic areas
(1)
|
460
|
|
|
—
|
|
|
—
|
|
|
(460
|
)
|
|
—
|
|
|||||
Total revenue
|
$
|
3,207
|
|
|
$
|
1,104
|
|
|
$
|
792
|
|
|
$
|
(460
|
)
|
|
$
|
4,643
|
|
Property and equipment, net
|
$
|
138
|
|
|
$
|
108
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
311
|
|
Total assets
|
$
|
8,887
|
|
|
$
|
1,917
|
|
|
$
|
1,007
|
|
|
$
|
—
|
|
|
$
|
11,811
|
|
Total liabilities
|
$
|
4,793
|
|
|
$
|
944
|
|
|
$
|
624
|
|
|
$
|
—
|
|
|
$
|
6,361
|
|
Year Ended March 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
To unaffiliated customers
|
$
|
2,812
|
|
|
$
|
1,182
|
|
|
$
|
820
|
|
|
$
|
—
|
|
|
$
|
4,814
|
|
Between geographic areas
(1)
|
472
|
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
—
|
|
|||||
Total revenue
|
$
|
3,284
|
|
|
$
|
1,182
|
|
|
$
|
820
|
|
|
$
|
(472
|
)
|
|
$
|
4,814
|
|
Property and equipment, net
|
$
|
181
|
|
|
$
|
121
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
386
|
|
Total assets
|
$
|
9,078
|
|
|
$
|
1,904
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
|
$
|
11,997
|
|
Total liabilities
|
$
|
4,911
|
|
|
$
|
1,009
|
|
|
$
|
680
|
|
|
$
|
—
|
|
|
$
|
6,600
|
|
Year Ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
To unaffiliated customers
|
$
|
2,519
|
|
|
$
|
1,139
|
|
|
$
|
771
|
|
|
$
|
—
|
|
|
$
|
4,429
|
|
Between geographic areas
(1)
|
453
|
|
|
—
|
|
|
—
|
|
|
(453
|
)
|
|
—
|
|
|||||
Total revenue
|
$
|
2,972
|
|
|
$
|
1,139
|
|
|
$
|
771
|
|
|
$
|
(453
|
)
|
|
$
|
4,429
|
|
Property and equipment, net
|
$
|
211
|
|
|
$
|
132
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
437
|
|
Total assets
|
$
|
9,641
|
|
|
$
|
1,789
|
|
|
$
|
981
|
|
|
$
|
—
|
|
|
$
|
12,411
|
|
Total liabilities
|
$
|
4,996
|
|
|
$
|
1,163
|
|
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
6,791
|
|
(1)
|
Represents royalties from foreign subsidiaries determined as a percentage of certain amounts invoiced to customer.
|
Description
|
|
Balance at Beginning of Period
|
|
|
Additions/(Deductions) Charged/(Credited) to Costs and Expenses
|
|
|
Deductions
(1)
|
|
|
Balance at End of Period
|
|
||||
Allowance for doubtful accounts
(in millions)
|
|
|
|
|
|
|
|
|
||||||||
Year ended March 31, 2013
|
|
$
|
16
|
|
|
$
|
9
|
|
|
$
|
(1
|
)
|
|
$
|
24
|
|
Year ended March 31, 2012
|
|
$
|
22
|
|
|
$
|
(1
|
)
|
|
$
|
(5
|
)
|
|
$
|
16
|
|
Year ended March 31, 2011
|
|
$
|
24
|
|
|
$
|
6
|
|
|
$
|
(8
|
)
|
|
$
|
22
|
|
(1)
|
Write-off of amounts against allowance provided
|
Total Number of Shares Subject to Option Granted
|
[Number of Shares Granted]
|
Grant Date
|
[Grant Date]
|
Exercise Price
|
[Exercise Price]
|
Expiration Date
|
[Expiration Date]
|
1.
|
Grant of Option
|
2.
|
Vesting of Option
|
3.
|
Exercise of Option
|
4.
|
Payment of Exercise Price
|
5.
|
Delivery of Shares
|
6.
|
Transferability of Option
|
7.
|
Death or Termination of Employment Due to Disability
|
8.
|
Other Termination of Employment
|
(a)
|
Except as otherwise provided in this Agreement or the Plan, upon the Retirement of the Optionee, the portion of the Option that is not exercisable as of the date of such Retirement will be forfeited as of the date of such Retirement and the portion of the Option that is exercisable as of the date of such Retirement must be exercised, if at all, within one year after the date of such Retirement, but in no event after the Expiration Date.
|
(b)
|
Except as otherwise provided in this Agreement or the Plan or in an employment agreement between the Optionee and the Company, upon the Optionee's Termination of Employment, for reason other than death, Disability or Retirement, the portion of the Option that is not exercisable as of the Optionee's Termination of Employment will be forfeited as of the Optionee's Termination of Employment and the portion of the Option that is exercisable as of the Optionee's Termination of Employment must be exercised, if at all, within 90 days after such Termination of Employment.
|
9.
|
Forfeiture and Recovery and Reimbursement of Option Gain
|
10.
|
Changes In Stock
|
(a)
|
payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations;
|
(b)
|
through any of the exercise price payment methods described in Section 4 of this Agreement; or
|
(c)
|
instructing the Company to withhold shares that would otherwise be issued on exercise having a Fair Market Value on the date of exercise equal to the applicable portion of the tax withholding obligations being so paid.
|
(a)
|
accepts and acknowledges receipt of the Option which has been issued to the Optionee under the terms and conditions of the Plan;
|
(b)
|
acknowledges and confirms the Optionee's acceptance and agreement to the collection, use and transfer, in electronic or other form, of personal information about the Optionee, including, without limitation, the Optionee's name, home address, and telephone number, date of birth, social security number or other identification number, and details of all the Optionee's shares held and transactions related thereto, by the Company and its Related Companies and agents for the purpose of implementing, administrating and managing the Optionee's participation in the Plan, and further understands and agrees that the Optionee's personal information may be transferred to third parties assisting in the implementation, administration and management of the Plan, that any recipient may be located in the Optionee's country or elsewhere, and that such recipient's country may have different data privacy laws and protections than the Optionee's country;
|
(c)
|
acknowledges and confirms the Optionee's consent to receive electronically this Agreement, the Plan and the related Prospectus and any other Plan documents that the Company is required to deliver;
|
(d)
|
acknowledges that a copy of the Plan and the related Prospectus is posted on the Company's website and that the Optionee has access to such documents;
|
(e)
|
agrees to be bound by the terms and conditions of this Agreement and the Plan (including, but not limited to, Section 7.5 of the Plan, Section 9 of this Agreement and Appendix A to this Agreement), as may be amended from time to time;
|
(f)
|
agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions related to the Plan or this Agreement;
|
(g)
|
understands that neither Plan nor this Agreement gives the Optionee any right to employment or service with the Company or any Related Company and that the Option is not part of the Optionee's normal or expected compensation, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Optionee's employer;
|
(h)
|
understands and acknowledges that the grant of the Option is expressly conditioned on the Optionee's adherence to the terms of the applicable policies and procedures of the Company and its Related Companies.
|
(i)
|
understands and acknowledges that the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
|
(j)
|
understands and acknowledges that the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past;
|
(k)
|
all decisions with respect to future Options, if any, will be at the sole discretion of the Company;
|
(l)
|
the Optionee is voluntarily participating in the Plan;
|
(m)
|
the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Optionee's employment contract, if any;
|
(n)
|
in the event that the Optionee is not an employee of the Company, the grant of the Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the Option will not be interpreted to form an employment contract with the Optionee’s employer or any subsidiary or affiliate of the Company;
|
(o)
|
the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
|
(p)
|
if the Optionee exercises the Option and obtains shares of Common Stock, the value of those shares may increase or decrease in value; and
|
(q)
|
in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or shares acquired through the exercise of the Option resulting from termination of the Optionee's employment by the Company or his employer, and the Optionee irrevocably releases the Company and his employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Optionee will be deemed irrevocably to have waived his or her entitlement to pursue such claim.
|
(r)
|
the parties to this agreement have expressly required that this Agreement and all documents and notices relating hereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais.
|
(s)
|
in the event of termination of the Optionee’s employment, the Optionee’s right to vest in the Option under the Plan will terminate effective as of the date that the Optionee is no longer actively employed.
|
1.
|
Prohibited Activities.
The Optionee recognizes that the Company is engaged in a highly competitive business and that its customer, employee, licensee, supplier and financial relationships are of a highly sensitive nature. As a reasonable means to protect the Company's Confidential Information (as defined in the subclause (a) below), investment, relationships, and goodwill, and in consideration for the Option grant, the Optionee agrees that, to the extent permitted by applicable law, the Optionee will not, either during his or her employment or for a period of 12 months following the termination of his or her employment (or such longer period specified below) for any reason engage in any of the following "
Prohibited Activities
":
|
(a)
|
Engage in any business activity in a Restricted Area that competes with the business activities of the Company and its corporate affiliates about which Optionee either had (i) a job responsibility to promote, or (ii) access to Confidential Information. "Restricted Area" for purposes of this Agreement, means a geographic area that the Optionee served or covered on behalf of the Company at any time within the 18 months preceding the end of his or her employment with the Company. "
Confidential Information,
" for the purposes of this Agreement, means information, including information that is conceived or developed by the Optionee that is not generally known to the public and that is used by the Company in connection with its business. By way of example, the term "Confidential Information" would include: trade secrets; processes; formulas; research data; program documentation; algorithms; source codes; object codes; know-how; improvements; inventions; techniques; training materials and methods; product information; corporate strategy; sales forecast and pipeline information; research and development; plans or strategies for marketing and pricing; and information concerning existing or potential customers, partners, or vendors. The Optionee understands that this list is not all-inclusive and merely serves as examples of the types of information that falls within the definition of Confidential Information.
|
(b)
|
Solicit, call on, service or induce others to solicit, call on or service any "Customer" for the purpose of inducing it to license or lease a product or provide it with services that compete with a product or service offered by the Company. A "Customer," for purposes of this Agreement, means any person or business entity that licensed or leased a Company product or obtained Company services within the 18 months preceding the end of the Optionee's employment with the Company and that the Optionee had solicited, called on, or served on the Company's behalf anytime within that 18-month time period.
|
(c)
|
Solicit, call on, or induce others to solicit or call on, any "Prospective Customer" for the purpose of inducing it to license or lease a product or provide it with services which compete with a product or service offered by the Company. A "Prospective Customer," for purposes of this Agreement, is any person or business entity that the Optionee solicited or called on (whether directly or through another Company agent at the Optionee's direction) on behalf of the Company anytime within the 12 months preceding the end of the Optionee's employment with the Company.
|
(d)
|
Directly or indirectly through others, hire any employee or contractor of the Company, or solicit or induce, or attempt to solicit or induce, any Company employee or contractor to leave the Company for any reason.
|
(e)
|
For any period following the termination of the Optionee's employment, violate a non-competition, non-solicitation or non-disclosure covenant or agreement between the Optionee and the Company or any Related Company (including, without limitation, the Employment and Confidentiality Agreement signed at or around the time of the Optionee's hire).
|
2.
|
Tolling of Covenants in the Event of Breach.
In the event the Optionee engages in any of the Prohibited Activities, the time period of the violated covenant(s) shall be tolled throughout the duration of any violation and shall continue until the Optionee has complied with such covenant(s) for a period of 12 consecutive full months.
|
3.
|
Injunction.
The Optionee acknowledges that, by virtue of the Optionee's employment with the Company, the Optionee will have access to Confidential Information of the Company, the disclosure of which will irreparably harm the Company. The Optionee further acknowledges that the Company will suffer irreparable harm if the Optionee breaches any of the Optionee's obligations under this Agreement. Therefore, the Optionee agrees that the Company will be entitled, in addition to its other rights, to enforce the Optionee's obligations through an injunction or decree of specific performance from a court having proper jurisdiction. Any claims the Optionee may assert against the Company shall not constitute a defense in any injunction action brought by the Company to force the Optionee to keep the promises the Optionee made in this Agreement.
|
4.
|
Authorization to Modify Restrictions.
The Optionee agrees that the restrictions contained in this Agreement are reasonable. However, if any court having proper jurisdiction holds a particular restriction to be unreasonable, that restriction shall be modified only to the extent necessary in the court's opinion to make it reasonable and the remaining provisions of this Agreement including without limitation Appendix A shall nonetheless remain in full force and effect. The other provisions of this Agreement are likewise severable.
|
5.
|
General.
|
(a)
|
The Optionee understands and agrees that, if the Company is successful in a suit or proceeding to enforce any of the terms of this Agreement, the Optionee will pay the Company's costs of bringing such suit or proceeding, including its reasonable attorney's fees and litigation expenses (including expert witness and deposition expenses).
|
(b)
|
This Agreement shall inure to the benefit of and may be enforced by the Company, its successors and assigns. Except as otherwise permitted by this Agreement, this Agreement is personal to the Optionee and the Optionee may not assign it.
|
(c)
|
The Company’s rights under this Agreement shall be in addition to any rights it may have under any other Agreement with Optionee.
|
(d)
|
Any failure to enforce the terms of this Agreement with any other employee of the Company shall not be deemed a waiver by the Company to enforce its rights under this Agreement. Further, any waiver by the Company of any breach by the Optionee of any provision of this Agreement, shall not operate or be construed as a waiver of any subsequent breach hereof.
|
|
|
Fiscal Year
|
||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations before income taxes, minority interest and discontinued operations
|
|
$
|
1,049
|
|
|
$
|
1,152
|
|
|
$
|
1,209
|
|
|
$
|
1,354
|
|
|
$
|
1,318
|
|
Add: Fixed charges
|
|
191
|
|
|
156
|
|
|
121
|
|
|
123
|
|
|
107
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
1,240
|
|
|
$
|
1,308
|
|
|
$
|
1,330
|
|
|
$
|
1,477
|
|
|
$
|
1,425
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense(1)
|
|
$
|
130
|
|
|
$
|
102
|
|
|
$
|
68
|
|
|
$
|
64
|
|
|
$
|
64
|
|
Interest portion of rental expense
|
|
61
|
|
|
54
|
|
|
53
|
|
|
59
|
|
|
43
|
|
|||||
Total fixed charges
|
|
$
|
191
|
|
|
$
|
156
|
|
|
$
|
121
|
|
|
$
|
123
|
|
|
$
|
107
|
|
RATIOS OF EARNINGS TO FIXED CHARGES
|
|
6.49
|
|
|
8.38
|
|
|
10.99
|
|
|
12.01
|
|
|
13.32
|
|
|||||
Deficiency of earnings to fixed charges
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
(1)
|
Includes amortization of discount related to indebtedness
|
Domestic
|
|
|
|
State or Jurisdiction of Incorporation
|
Name of Subsidiary
|
|
|
New Jersey
|
Applied Data Research, Inc.
|
|
|
Delaware
|
Aprisma Holding Inc.
|
|
|
Delaware
|
Aprisma Management Technologies, Inc.
|
|
|
Delaware
|
Arcot International, LLC.
|
|
|
California
|
Arcot Systems, LLC.
|
|
|
Delaware
|
Arcot, Inc.
|
|
|
Delaware
|
Base Technologies, LLC
|
|
|
Delaware
|
Business Layers, LLC
|
|
|
Delaware
|
CA Foreign, Inc.
|
|
|
Delaware
|
CA General Partner II, LLC
|
|
|
Delaware
|
CA Investment Holding, Inc.
|
|
|
Delaware
|
CA Management, Inc.
|
|
|
Delware
|
CA Marketing Corporation
|
|
|
New York
|
CA Montessori Children's Center, Inc.
|
|
|
Texas
|
CA Montessori Children's Center, Inc.
|
|
|
Illinois
|
CA Montessori Children's Center, Inc.
|
|
|
Virginia
|
CA Montessori Children's Center, Inc.
|
|
|
Massachusetts
|
CA Montessori Children’s Center, Inc.
|
|
|
Delaware
|
CA Research, Inc.
|
|
|
Delaware
|
CA Services, LLC
|
|
|
Puerto Rico
|
Computer Associates Caribbean, Inc.
|
|
|
Delaware
|
Computer Associates de Chile Limited
|
|
|
Delaware
|
Computer Associates Finance, Inc.
|
|
|
Delaware
|
Computer Associates Middle East Holdings, Inc.
|
|
|
Delaware
|
Concord Communications International, Inc.
|
|
|
Massachusetts
|
Concord Communications, LLC
|
|
|
California
|
DecisionRight, LLC
|
|
|
Delaware
|
HyPerformix, Inc.
|
|
|
Delaware
|
ID Focus LLC
|
|
|
Delaware
|
iLumin Software Servces, LLC
|
|
|
Delaware
|
Interactive TKO, LLC.
|
|
|
Delaware
|
InteQ Services LLC
|
|
|
Delaware
|
InteQ Software Services, Inc.
|
|
|
Colorado
|
MAX Software, Inc.
|
|
|
New York
|
MDY Advanced Technologies, Inc.
|
|
|
Delaware
|
MDY Group International, LLC
|
|
|
Delaware
|
Netegrity, LLC
|
|
|
Texas
|
NetQoS, LLC
|
|
|
Delaware
|
netViz LLC
|
|
|
Delaware
|
Niku, LLC
|
|
|
Delaware
|
Nimsoft, LLC
|
|
|
Nevada
|
Nimsoft Holding LLC
|
|
|
Delaware
|
Oblicore, Inc.
|
|
|
Delaware
|
Optinuity, Inc.
|
|
|
Illinois
|
Pansophic Systems, Incorporated
|
|
|
Delaware
|
Paragon Global Technology, LLC
|
|
|
Delaware
|
Platinum Technology International, Inc.
|
|
|
New York
|
Premier Management Insurance, Inc.
|
|
|
Illinois
|
Realia, Inc.
|
|
|
Delaware
|
Sterling Software, Inc.
|
|
|
Delaware
|
Timestock, Inc.
|
|
|
California
|
Wily Technology, Inc.
|
|
|
Delaware
|
XOsoft, LLC
|
|
|
California
|
3Tera, LLC
|
|
|
California
|
4Base Technology, LLC.
|
|
|
|
|
|
|
International
|
|
|
|
State or Jurisdiction of Incorporation
|
Name of Subsidiary
|
|
|
Australia
|
AMT (Australia) Pty. Ltd
|
|
|
United Kingdom
|
Arcot (UK) Limited
|
|
|
Brazil
|
Arcot do Brazil LTDA
|
|
|
Germany
|
Arcot GmbH
|
|
|
Cayman
|
Arcot International Development (Cayman) Ltd.
|
|
|
India
|
Arcot R&D Software Pvt Ltd
|
|
|
Singapore
|
Arcot Software Pte Ltd
|
|
|
Cyprus
|
Bizpont Limited
|
|
|
Spain
|
C.A. Foreign Spain, S.L.
|
|
|
Spain
|
C.A. Foreign Spain, S.L.- Barcelona
|
|
|
China
|
CA (China) Co. Ltd.
|
|
|
Hong Kong
|
CA (Hong Kong) Limited
|
|
|
India
|
CA (India) Technologies Private Limited
|
|
|
Malaysia
|
CA (Malaysia) Sdn. Bhd
|
|
|
Australia
|
CA (Pacific) Pty Ltd
|
|
|
Switzerland
|
CA (Schweiz) IT Solutions Management AG
|
|
|
Singapore
|
CA (Singapore) Pte Ltd
|
|
|
Taiwan
|
CA (Taiwan) Ltd
|
|
|
South Africa
|
CA Africa (Proprietary) Limited
|
|
|
Dubai
|
CA Arabia FZ-LLC
|
|
|
Signature
|
|
|
/s/ Michael P. Gregoire
|
Michael P. Gregoire
Director and Chief Executive Officer
(Principal Executive Officer)
|
|
|
/s/ Richard J. Beckert
|
Richard J. Beckert
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
/s/ Neil A. Manna
|
Neil A. Manna
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
|
|
Signature
|
|
|
/s/ Jens Alder
|
Jens Alder
|
|
|
/s/ Raymond J. Bromark
|
Raymond J. Bromark
|
|
|
/s/ Gary J. Fernandes
|
Gary J. Fernandes
|
|
|
/s/ Rohit Kapoor
|
Rohit Kapoor
|
|
|
/s/ Kay Koplovitz
|
Kay Koplovitz
|
|
|
/s/ Christopher B. Lofgren
|
Christopher B. Lofgren
|
|
|
/s/ Richard Sulpizio
|
Richard Sulpizio
|
|
|
/s/ Laura S. Unger
|
Laura S. Unger
|
|
|
/s/ Arthur F. Weinbach
|
Arthur F. Weinbach
|
|
|
/s/ Renato (Ron) Zambonini
|
Renato (Ron) Zambonini
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of CA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
|
|
|
Date:
|
May 9, 2013
|
|
|
|
|
|
/s/ Michael P. Gregoire
|
|
|
|
|
|
|
|
Michael P. Gregoire
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of CA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
|
|
|
Date:
|
May 9, 2013
|
|
|
|
|
|
/s/ Richard J. Beckert
|
|
|
|
|
|
|
|
Richard J. Beckert
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Gregoire
|
Michael P. Gregoire
|
Chief Executive Officer
|
May 9, 2013
|
|
/s/ Richard J. Beckert
|
Richard J. Beckert
|
Executive Vice President and Chief Financial Officer
|
May 9, 2013
|