þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 13-2857434 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification
Number) |
One CA Plaza | ||
Islandia, New York | 11749 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Title of Class | Shares Outstanding | |
Common Stock | as of October 16, 2009 | |
par value $0.10 per share | 521,721,310 |
Page | ||||||||
|
||||||||
1 | ||||||||
|
||||||||
2 | ||||||||
|
||||||||
2 | ||||||||
|
||||||||
3 | ||||||||
|
||||||||
4 | ||||||||
|
||||||||
5 | ||||||||
|
||||||||
24 | ||||||||
|
||||||||
25 | ||||||||
|
||||||||
26 | ||||||||
|
||||||||
27 | ||||||||
|
||||||||
30 | ||||||||
|
||||||||
35 | ||||||||
|
||||||||
41 | ||||||||
|
||||||||
41 | ||||||||
|
||||||||
41 | ||||||||
|
||||||||
|
||||||||
43 | ||||||||
|
||||||||
43 | ||||||||
|
||||||||
43 | ||||||||
|
||||||||
44 | ||||||||
|
||||||||
44 | ||||||||
|
||||||||
44 | ||||||||
|
||||||||
45 | ||||||||
|
||||||||
47 | ||||||||
EX-10.1 | ||||||||
EX-10.2 | ||||||||
EX-10.3 | ||||||||
EX-10.4 | ||||||||
EX-10.5 | ||||||||
EX-10.6 | ||||||||
EX-10.7 | ||||||||
EX-10.8 | ||||||||
EX-10.9 | ||||||||
EX-10.10 | ||||||||
EX-10.11 | ||||||||
EX-12.1 | ||||||||
EX-15 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
CA, Inc.:
October 23, 2009
Table of Contents
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in millions, except share amounts)
(1)
The Condensed Consolidated Balance Sheet as of March 31, 2009 has
been revised to reflect the retrospective adoption of new accounting
standards. For further information refer to Note A, Basis of
Presentation, in the Notes to these Condensed Consolidated Financial
Statements.
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in millions, except per share amounts)
(1)
The Condensed Consolidated Statements of Operations for the three and six
months ended September 30, 2008 have been revised to reflect the retrospective adoption
of new accounting standards. For further information refer to Note A, Basis of
Presentation, in the Notes to these Condensed Consolidated Financial Statements.
Table of Contents
For the Six Months
Ended September 30,
2009
2008
(1)
$
413
$
398
146
133
68
95
3
11
53
48
20
18
2
1
(9
)
15
190
299
(317
)
(428
)
(96
)
(85
)
(13
)
(78
)
(44
)
(78
)
(33
)
(63
)
(1
)
(14
)
382
272
(5
)
(21
)
(42
)
(45
)
(87
)
(69
)
(2
)
7
(136
)
(128
)
(42
)
(41
)
(45
)
(4
)
(356
)
2
7
(89
)
(390
)
157
(246
)
156
(150
)
313
(396
)
2,712
2,795
$
3,025
$
2,399
(1)
The Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2008
has been revised to reflect the retrospective adoption of new accounting standards. For further
information refer to Note A, Basis of Presentation, in the Notes to these Condensed Consolidated
Financial Statements.
Table of Contents
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
September 30,
March 31,
2009
2009
(in millions)
$
2,021
$
2,272
148
150
17
9
2,186
2,431
1,058
987
5
10
2
3
1,065
1,000
$
3,251
$
3,431
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Three Months
Six Months
Ended September 30,
Ended September 30,
2009
2008
(1)
2009
2008
(1)
(in millions)
$
218
$
202
$
413
$
398
1
32
(53
)
73
(47
)
$
250
$
149
$
487
$
351
(1)
Net income for the three and six months ended September 30, 2008 has been revised to reflect
the retrospective adoption of new accounting standards. For further information refer to Note A,
Basis of Presentation, in the Notes to these Condensed Consolidated Financial Statements.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Three
Six
Months Ended
Months Ended
September 30,
September 30,
2009
2008
(1)
2009
2008
(1)
(in millions, except per share amounts)
$
218
$
202
$
413
$
398
(2
)
(2
)
(4
)
(4
)
$
216
$
200
$
409
$
394
518
514
517
513
0.42
0.39
0.79
0.77
$
218
$
202
$
413
$
398
8
8
14
13
(2
)
(2
)
(4
)
(4
)
$
224
$
208
$
423
$
407
518
514
517
513
23
23
23
23
1
1
1
1
542
538
541
537
0.41
0.39
0.78
0.76
(1)
Net income for the three and six months ended September 30, 2008 has been revised to reflect
the retrospective adoption of new accounting standards. For further information refer to Note A,
Basis of Presentation.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Three Months
Six Months
Ended September 30,
Ended September 30,
2009
2008
2009
2008
(in millions)
$
1
$
1
$
2
$
2
1
1
2
9
8
17
14
10
7
22
16
6
6
11
14
26
23
53
48
9
7
18
16
$
17
$
16
$
35
$
32
Weighted
Unrecognized
Average Period
Compensation
Expected to be
Costs
Recognized
(in millions)
(in years)
$
12
1.7
71
1.6
54
1.6
$
137
1.6
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Three Months
Six Months
Ended September 30,
Ended September 30,
2009
2008
2009
2008
(shares in millions)
(1)
(1)
0.6
0.3
$
18.64
$
21.45
$
17.46
$
24.36
0.5
(1)
4.2
3.8
$
20.88
$
22.72
$
18.37
$
25.32
(1)
Shares granted amounted to less than 0.1 million.
(2)
The fair value is based on the quoted market value of the Companys common stock on the
grant date reduced by the present value of dividends expected to be paid on the Companys
common stock prior to vesting of the RSUs which is calculated using a risk free interest
rate.
(3)
The fair value is based on the quoted market value of the Companys common stock on the
grant date.
September 30,
March 31,
2009
2009
(in millions)
$
557
$
658
67
71
24
34
102
108
(27
)
(25
)
(5
)
(7
)
$
718
$
839
$
86
$
132
(2
)
(4
)
$
84
$
128
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
As of September 30, 2009
Gross
Amortizable
Accumulated
Net
Assets
Amortization
Assets
(in millions)
$
321
$
193
$
128
544
165
379
550
349
201
14
14
$
1,429
$
707
$
722
Year Ended March 31,
2010
2011
2012
2013
2014
(in millions)
$
51
$
40
$
28
$
20
$
12
85
97
84
70
51
54
54
32
26
22
$
190
$
191
$
144
$
116
$
85
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Fair Value Measurement at Reporting Date Using
(in millions)
Significant
Estimated Fair
Quoted Prices in
Other
Value at
Active Markets for
Observable
September 30,
Identical Assets
Inputs
Description
2009
(Level 1)
(1)
(Level 2)
(2)
$
1,503
$
1,503
$
645
645
$
2,148
$
2,148
$
$
5
$
$
5
6
6
$
11
$
$
11
(1)
Level 1 is defined as quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities.
(2)
Level 2 is defined as 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.
(3)
Foreign exchange derivatives are not designated as hedges.
(4)
Interest rate derivatives are designated as cash flow hedges.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Fair Value Measurement at Reporting Date Using
(in millions)
Significant
Quoted Prices in
Other
Estimated Fair
Active Markets for
Observable
Value at
Identical Assets
Inputs
Description
March 31, 2009
(Level 1)
(Level 2)
$
1,617
$
1,617
$
405
405
$
2,022
$
2,022
$
$
7
$
$
7
$
7
$
$
7
(1)
Interest rate derivatives are designated as cash flow hedges.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Derivative (Gain) Loss Recognized in Earnings
(in millions)
Location in Statement of Operations
Three Months Ended
Three Months Ended
of Derivative (Gain) Loss
September 30, 2009
September 30, 2008
$
1
$
$
5
$
(34
)
(1)
Interest rate derivatives designated as cash flow hedges.
(2)
Foreign exchange derivatives not designated as hedges.
Derivative (Gain) Loss Recognized in Earnings
(in millions)
Location in Statement of Operations
Six Months Ended
Six Months Ended
of Derivative (Gain) Loss
September 30, 2009
September 30, 2008
$
3
$
$
25
$
(33
)
(1)
Interest rate derivatives designated as cash flow hedges.
(2)
Foreign exchange derivatives not designated as hedges.
The following table presents the carrying amounts and estimated fair values of the Companys
instruments that are not measured at fair value on a recurring basis:
At September 30, 2009
(in millions)
Carrying Value
Estimated Fair Value
$
84
$
84
$
1,934
$
2,029
$
70
$
77
(1)
Estimated fair value of the noncurrent portion of installment accounts receivable
approximates carrying value due to the relatively short term to maturity.
(2)
Estimated fair value of long-term 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. Estimated fair value of long-term debt includes $60
million for the conversion feature of the 1.625% Convertible Senior Notes. See the Notes to the
Consolidated Financial Statements included in the Companys 2009 Form 10-K for more information
about the 1.625% Convertible Senior Notes.
(3)
Estimated fair value for the facilities abandonment reserve was determined using the
Companys current incremental borrowing rate. The facilities abandonment reserve includes
approximately $24 million in Accrued expenses and other current liabilities and approximately $46
million in Other noncurrent liabilities line items on the Condensed Consolidated Balance
Sheet.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Facilities
Severance
Abandonment
(in millions)
$
45
$
71
(23
)
(9
)
$
22
$
62
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
(unaudited)
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
In July 2009, the Company and Affiliated Computer Services, Inc.
(ACS) announced a multi-year agreement to utilize the Companys
mainframe and distributed Enterprise IT Management solutions
across the ACS platform. The Companys solutions will enable ACS
to enhance its operational efficiency, expand the IT and business
process services offered to ACS clients, and establish a
foundation for the development of future new services.
In July 2009, the Company and Acxiom
®
Corporation
(ACXM) announced a partnership to deliver enterprise-class
on-demand Information Governance solutions. The new cloud-based,
hosted solution from the Company and Acxiom offers customers an
alternative to on-premise software deployments, while providing a
single portal view to better manage email, archiving, litigation
holds, search, records declaration, retention and disposition.
In September 2009, the Company announced that John A. Swainson
plans to retire as the Companys chief executive officer on
December 31, 2009, or upon the earlier selection of a successor. A
committee of the Companys Board of Directors has been formed to
begin an immediate search for a successor. William E. McCracken,
previously non-executive Chairman of the Board, was named as the
Companys interim-executive Chairman of the Board until a
successor for Mr. Swainson is named, or at the discretion of the
Board.
In September 2009, the Company announced that it signed a
definitive agreement to acquire privately-held NetQoS
®
Inc., a leading provider of network performance management
and service delivery solutions, for $200 million. NetQoS, Inc.
solutions will extend the Companys capabilities in the areas of
Application Performance Management and Network and System
Management. These capabilities will further strengthen the
Companys ability to help enterprise IT organizations and service
providers deliver reliability.
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Three Months
Ended September 30,
Percent
2009
2008
Change
Change
(dollars in millions)
$
1,072
$
1,107
$
(35
)
(3)
%
$
973
$
975
$
(2
)
%
$
218
$
202
$
16
8
%
$
120
$
218
$
(98
)
(45)
%
$
947
$
1,502
$
(555
)
(37)
%
$
854
$
1,393
$
(539
)
(39)
%
3.26
4.14
(0.88
)
(21)
%
$
262
$
336
$
(74
)
(22)
%
Six Months
Ended September 30,
Percent
2009
2008
Change
Change
(dollars in millions)
$
2,122
$
2,194
$
(72
)
(3)
%
$
1,919
$
1,940
$
(21
)
(1)
%
$
413
$
398
$
15
4
%
$
382
$
272
$
110
40
%
$
2,145
$
2,532
$
(387
)
(15)
%
$
1,944
$
2,311
$
(367
)
(16)
%
3.79
3.84
(0.05
)
(1)
%
$
513
$
602
$
(89
)
(15)
%
Change
From
Change
Sept. 30,
March 31,
Fiscal
Sept. 30,
From Prior
2009
2009
Year End
2008
Year Quarter
(in millions)
$
3,025
$
2,712
$
313
$
2,399
$
626
$
1,934
$
1,908
$
26
$
2,191
$
(257
)
$
5,257
$
4,914
$
343
$
4,723
$
534
$
7,706
$
7,378
$
328
$
7,005
$
701
(1)
Adjusted for the adoption of FASB ASC 470-20. Refer to Note A Basis of Presentation for
additional information.
(2)
Refer to the discussion in the Liquidity and Capital Resources section of this MD&A for
additional information on expected future cash collections
from committed contracts, billings backlog and revenue backlog.
Table of Contents
Table of Contents
Table of Contents
Three Months Ended September 30,
Percentage
Dollar
of
Percentage of
Change
Dollar
Total
2009/
Change
Revenue
2009
2008
2008
2009/2008
2009
2008
(dollars in millions)
$
973
$
975
$
(2
)
%
91
%
88
%
71
94
(23
)
(24
)
7
9
28
38
(10
)
(26
)
2
3
$
1,072
$
1,107
$
(35
)
(3
)%
100
%
100
%
$
73
$
80
$
(7
)
(9
)%
7
%
7
%
59
84
(25
)
(30
)
6
8
34
29
5
17
3
3
286
311
(25
)
(8
)
27
28
120
110
10
9
11
10
115
120
(5
)
(4
)
11
11
39
37
2
5
4
3
7
6
1
17
1
1
733
777
(44
)
(6
)
68
70
339
330
9
3
32
30
22
13
9
69
2
1
317
317
30
29
99
115
(16
)
(14
)
9
10
$
218
$
202
$
16
8
%
20
%
18
%
Table of Contents
Six Months Ended September 30,
Percentage
Dollar
of
Percentage of
Change
Dollar
Total
2009/
Change
Revenue
2009
2008
2008
2009/2008
2009
2008
(dollars in millions)
$
1,919
$
1,940
$
(21
)
(1
)%
90
%
88
%
142
187
(45
)
(24
)
7
9
61
67
(6
)
(9
)
3
3
$
2,122
$
2,194
$
(72
)
(3
)%
100
%
100
%
$
139
$
155
$
(16
)
(10
)%
7
%
7
%
126
163
(37
)
(23
)
6
7
68
60
8
13
3
3
567
608
(41
)
(7
)
27
28
230
232
(2
)
(1
)
11
11
234
243
(9
)
(4
)
11
11
78
73
5
7
4
3
14
18
(4
)
(22
)
1
1
2
4
(2
)
(50
)
1,458
1,556
(98
)
(6
)
69
71
664
638
26
4
31
29
39
24
15
63
2
1
625
614
11
2
29
28
212
216
(4
)
(2
)
10
10
$
413
$
398
$
15
4
%
19
%
18
%
Table of Contents
Table of Contents
Three Months Ended September 30,
Dollar
Percentage
2009
%
2008
%
Change
Change
(dollars in millions)
$
588
55
%
$
574
52
%
$
14
2
%
484
45
%
533
48
%
(49
)
(9
)%
$
1,072
100
%
$
1,107
100
%
$
(35
)
(3
)%
Six Months Ended September 30,
Dollar
Percentage
2009
%
2008
%
Change
Change
(dollars in millions)
$
1,172
55
%
$
1,126
51
%
$
46
4
%
950
45
%
1,068
49
%
(118
)
(11
)%
$
2,122
100
%
$
2,194
100
%
$
(72
)
(3
)%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Sept. 30,
March 31,
Sept. 30,
2009
2009
2008
(in millions)
(in millions)
(in millions)
$
1,863
$
1,719
$
1,778
2,592
2,228
2,063
$
4,455
$
3,947
$
3,841
$
3,376
$
3,295
$
3,264
4,330
4,083
3,741
$
7,706
$
7,378
$
7,005
$
3,251
$
3,431
$
3,164
4,455
3,947
3,841
$
7,706
$
7,378
$
7,005
Sept. 30,
March 31,
Sept. 30,
2009
2009
2008
(in millions)
(in millions)
(in millions)
$
4,455
$
3,947
$
3,841
718
839
696
84
128
186
$
5,257
$
4,914
$
4,723
Table of Contents
Three Months
Ended September 30,
Change
2009
2008
2009/ 2008
(in millions)
$
855
$
1,000
$
(145
)
(653
)
(738
)
85
(56
)
(29
)
(27
)
(26
)
(15
)
(11
)
$
120
$
218
$
(98
)
(1)
Amounts include VAT and sales taxes.
(2)
Amounts include interest, restructuring and miscellaneous receipts and disbursements.
Six Months
Ended September 30,
Change
2009
2008
2009/ 2008
(in millions)
$
2,110
$
2,193
$
(83
)
(1,499
)
(1,697
)
198
(176
)
(137
)
(39
)
(53
)
(87
)
34
$
382
$
272
$
110
(1)
Amounts include VAT and sales taxes.
(2)
Amounts include interest, restructuring and miscellaneous receipts and disbursements.
Table of Contents
September 30, 2009
March 31, 2009
Maximum
Outstanding
Maximum
Outstanding
Available
Balance
Available
Balance
(in millions)
$
1,000
$
750
$
1,000
$
750
451
431
176
176
500
500
25
25
57
51
$
1,934
$
1,908
Table of Contents
Table of Contents
Table of Contents
Table of Contents
43
44
45
46
Approximate
Total Number
Dollar Value of
of Shares
Shares that
Purchased as
May Yet Be
Total Number
Average
Part of Publicly
Purchased Under
of Shares
Price Paid
Announced Plans
the Plans
Period
Purchased
per Share
or Programs
or Programs
(dollars in thousands, except average price paid per share)
102,200
$
21.24
102,200
$
243,735
435,480
$
22.17
435,480
$
234,072
1,732,560
$
22.14
1,732,560
$
195,683
2,270,240
2,270,240
Table of Contents
(a)
The Companys annual meeting of stockholders was held on September 14, 2009.
(b)
The stockholders elected the following directors for the ensuing year:
Gary J. Fernandes
Kay Koplovitz
Christopher B. Lofgren
William E. McCracken
John A. Swainson
Laura S. Unger
Arthur F. Weinbach
Renato (Ron) Zambonini
NAME
FOR
AGAINST
ABSTAIN
428,661,594
21,575,158
15,060,206
444,836,583
5,403,197
15,057,178
444,918,721
5,317,081
15,061,156
444,970,819
5,210,679
15,115,460
444,868,386
5,369,108
15,059,464
440,589,881
9,715,158
14,991,919
445,165,622
5,073,019
15,058,317
428,869,178
21,386,852
15,040,928
430,929,723
19,312,074
15,055,161
446,925,241
18,041,336
330,381
0
128,670,473
287,329,068
10,528,447
38,768,970
Table of Contents
Regulation S-K
Exhibit Number
Amended and Restated Certificate of Incorporation.
Previously filed as
Exhibit 3.3 to the
Companys Current
Report on Form 8-K
dated March 6,
2006, and
incorporated herein
by reference.
By-Laws of the Company, as amended.
Previously filed as
Exhibit 3.1 to the
Companys Current
Report on Form 8-K
dated February 23,
2007, and
incorporated herein
by reference.
Amendment to Employment Agreement, dated as of
September 30, 2009, between the Company and Nancy
E. Cooper.
Filed herewith.
Amendment to Employment Agreement, dated as of
September 30, 2009, between the Company and Amy
Fliegelman Olli.
Filed herewith.
Retention Letter Agreement dated as of October 1,
2009, between the Company and Michael J.
Christenson.
Filed herewith.
Retention Letter Agreement dated as of October 1,
2009, between the Company and Nancy E. Cooper.
Filed herewith.
Retention Letter Agreement dated as of October 1,
2009, between the Company and Ajei S. Gopal.
Filed herewith.
Retention Letter Agreement dated as of October 1,
2009, between the Company and Amy Fliegelman
Olli.
Filed herewith.
Summary description of special retirement vesting
provisions available to certain Senior
Management.
Filed herewith.
Summary description of compensation arrangement
for Interim Lead Independent Director.
Filed herewith.
Director Retirement Donation Policy.
Filed herewith.
Non-Qualified Stock Option Certificate for
William E. McCracken.
Filed herewith.
Summary description of compensation arrangement
for Interim Executive Chairman.
Filed herewith.
Statement of Ratio of Earnings to Fixed Charges.
Filed herewith.
Accountants acknowledgment letter.
Filed herewith.
Certification of the CEO pursuant to §302 of the
Sarbanes-Oxley Act of 2002.
Filed herewith.
Certification of the CFO pursuant to §302 of the
Sarbanes-Oxley Act of 2002.
Filed herewith.
Table of Contents
Regulation S-K
Exhibit Number
Certification pursuant to §906 of the
Sarbanes-Oxley Act of 2002.
Filed herewith.
The following financial statements from CA Inc.s
Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009, formatted in XBRL
(eXtensible Business Reporting Language):
Furnished herewith.
(i) Unaudited Condensed Consolidated Balance
Sheets September 30, 2009 and March 31, 2009.
(ii) Unaudited Condensed Consolidated Statements
of Operations Three and Six Months Ended
September 30, 2009 and 2008.
(iii) Unaudited Condensed Consolidated Statements
of Cash Flows Six Months Ended September 30,
2009 and 2008.
(iv) Notes to unaudited Condensed Consolidated
Financial Statements September 30, 2009 tagged
as blocks of text.
*
Management contract or compensatory plan or arrangement
Table of Contents
47
CA, INC.
By:
/s/ John A. Swainson
John A. Swainson
Chief Executive Officer
By:
/s/ Nancy E. Cooper
Nancy E. Cooper
Executive Vice President and Chief
Financial Officer
2
3
4
5
6
|
CA, INC. | |||||
|
||||||
/s/ Nancy E. Cooper
|
By: /s/ Andrew Goodman
|
|||||
|
||||||
|
Title: Executive Vice President, | |||||
|
Global Human Resources | |||||
Date: September 30, 2009
|
Date: September 30, 2009 |
7
8
9
10
2
3
(a) | Any notice required or permitted to be given under this Agreement shall be made either: |
4
5
6
CA, INC. | ||||||
|
||||||
/s/ Amy Fliegelman Olli
|
By: /s/Andrew Goodman
|
|||||
Name: Amy Fliegelman Olli
|
Name: Andrew Goodman | |||||
Title: General Counsel
|
Title: Executive Vice President, HR | |||||
|
||||||
Date: September 30, 2009
|
Date: September 30, 2009 |
7
8
9
10
1. | $400,000 will be paid on May 1, 2010 or as soon as administratively feasible thereafter; and, | ||
2. | The remaining $400,000 will be paid on October 1, 2010 or as soon as administratively feasible thereafter. |
Sincerely,
CA, Inc. |
||||
/s/ Andrew Goodman | ||||
Title: EVP, Global Human Resources | ||||
Acknowledged and agreed:
|
||
|
||
/s/ Michael Christenson
|
||
|
||
Date: October 1, 2009
|
2
1. | $300,000 will be paid on May 1, 2010 or as soon as administratively feasible thereafter; and, | ||
2. | The remaining $300,000 will be paid on October 1, 2010 or as soon as administratively feasible thereafter. |
Sincerely,
CA, Inc. |
||||
/s/ Andrew Goodman | ||||
Title: EVP, Global Human Resources | ||||
Acknowledged and agreed:
|
||
|
||
/s/ Nancy E. Cooper
|
||
|
||
Date: October 1, 2009
|
2
|
Sincerely, | |||
|
||||
|
CA, Inc. | |||
|
/s/ Andrew Goodman | |||
|
|
Acknowledged and agreed:
|
||
/s/ Ajei Gopal
|
||
|
||
Date: October 1, 2009
|
2
3
4
a. | If your employment with the Company terminates before April 1, 2011 for any reason (other than if the Company terminates you without Cause or by providing you a Notice of Non-Extension (each as defined in your employment agreement with the Company) or if you quit for Good Reason (as defined in your employment agreement with the Company)), then you will not be entitled to any unpaid portion of the Retention Amount (and the unpaid portion of the Retention Amount will terminate and be forfeited). | ||
b. | If your employment with the Company terminates before April 1, 2011 because the Company terminates you without Cause or by providing you a Notice of Non-Extension or you quit for Good Reason, then, subject to your execution, delivery and non-revocation, within fifty-five (55) days following the date of termination, of a valid and effective Separation & Non-Competition Agreement and General Claims Release (Release Agreement) in a form acceptable to the Company, any unpaid portion of the Retention Amount will be paid to you in a lump sum within 15 business days of your return and non revocation of the Release Agreement. |
2
|
Sincerely, | |||
|
||||
|
CA, Inc. | |||
|
||||
|
/s/ Andrew Goodman | |||
|
|
|||
|
Title: EVP, Global Human Resources |
Acknowledged and agreed:
|
||
|
||
/s/ Amy Fliegelman Olli
|
||
|
||
Name: Amy Fliegelman Olli
|
||
Date: October 1, 2009
|
3
%%FIRST_NAME%-% %%LAST_NAME%-%
|
%%EMPLOYEE_IDENTIFIER%-% | |||||
|
|
|||||
Name of Participant
|
EmplID |
Option Number
|
%%OPTION_NUMBER%-% | |
Total Number of Shares Granted
|
%%TOTAL_SHARES_GRANTED%-% | |
Option Date
|
%%OPTION_DATE,Month DD, YYYY%-% | |
Exercise Price Per Share
|
%%OPTION_PRICE%-% |
NON-QUALIFIED STOCK OPTION granted by CA, Inc., a Delaware corporation, (the Company) to the above-named option holder (the Optionee), an employee or consultant of the Company or one of its subsidiaries, pursuant to the CA, Inc. 2007 Incentive Plan (the Plan), the terms of which are incorporated herein by reference and which, in the event of any conflict, shall control over the terms contained herein. | ||
1. | Grant and Vesting Option | |
The Company hereby grants to the Optionee an option to purchase on the terms herein provided a total of the number of shares of common stock, $.10 par value, of the Company set forth above, at an exercise price per share as set forth above. | ||
This option vests immediately upon grant provided however that it shall become exercisable only at the rate of twenty percent (20%) per year on each anniversary of the Option Date. Except as provided in section 8, below, this option shall expire and shall not be exercisable after six (6) years from the Option Date (the expiration date). | ||
2. | Stock to be Delivered | |
Stock to be delivered upon the exercise of this option may constitute an original issue of authorized stock or may consist of treasury stock. | ||
3. | Exercise of Option | |
Each election to exercise this option shall be made, by delivering to the Company or its agent a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of shares to be acquired upon exercise. Exercise of this option will not be permitted if the Company determines, in its sole and absolute discretion, that issuance of shares at that time could violate any law or regulation. | ||
In the event an option is exercised by the executor or administrator of a deceased Optionee, or by the person or persons to whom the option has been transferred by the Optionees will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock there under unless and until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor(s) or |
administrator(s) of the deceased Optionee or the person to whom the option has been transferred by the Optionees will or by the applicable laws of descent and distribution. |
4. | Payment for and Delivery of Stock | |
Payment in full by cash, certified check, bank draft, wire transfer or postal or express money order shall be made for all shares for which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made. | ||
Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery or by attestation) certificates representing shares of outstanding common stock, par value $.10, of the Company that have been held by the Optionee for at least six months prior to exercise, having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid, together with stock powers duly executed and with signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation. | ||
The Company shall not be obligated to deliver any stock unless and until (i) satisfactory arrangements have been made with the Company for the payment of any applicable tax withholding obligations, (ii) all applicable federal and state laws and regulations have been complied with, (iii) in the event the outstanding common stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed upon official notice of issuance upon the exchanges where it is listed, and (iv) all legal matters in connection with the issuance and delivery of the shares have been approved by counsel of the Company. The Optionee shall have no rights of a stockholder until the stock is actually delivered to him. | ||
5. | Recovery and Reimbursement of Option Gain | |
The Company shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent that the Company has such a right of recovery or reimbursement under applicable securities laws. | ||
6. | Transferability of Options | |
Except as provided below, this option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in Section 414(p) of the Internal Revenue Code, and during the Optionees lifetime this option may be exercised only by the Optionee. Notwithstanding the foregoing, this option may be transferred by the Optionee to members of his or her immediate family or to one or more trusts for the benefit of such family members or to one or more partnerships in which such family members are the only partners provided that (i) the optionee does not receive any consideration for such transfer, (ii) written notice of any proposed transfer and the details thereof shall have been furnished to the Compensation and Human Resources Committee at least three (3) days in advance of such transfer, and (iii) the Compensation and Human Resources Committee consents to the transfer in writing. Options transferred pursuant to this provision will continue to be subject to the same terms and conditions that were applicable to such options immediately prior to transfer and the option may be exercised by the transferee only to the same extent that the option could have been exercised by the Optionee had no transfer been made. For this purpose, the Optionees family members shall include the Optionees spouse, children, grandchildren, parents, grandparents (whether natural step, adopted or in-laws) siblings, nieces, nephews and grandnieces and grand nephews. |
7. | Termination of Employment or Consultancy | |
Upon termination of service from the Board any portion of this option that as of such date has not been exercised shall terminate on the expiration date of the option. | ||
8. | Death | |
If the Optionee dies while employed by the Company, any unexercised portion of this option held by the Optionee at his date of death will become exercisable in full and will remain exercisable by the estate of the deceased Optionee or the person given authority to exercise his options by his will or by operation of law for a period of one (1) year, but not later than the expiration date of the Option, provided, however, that if the Optionees death occurs within six (6) months prior to the expiration date of the option the option shall remain exercisable up until six (6) months from the Optionees death. | ||
9. | Changes In Stock | |
In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event, the number and kind of shares of stock of the Company covered by this option, the option price and other relevant provisions may shall be appropriately adjusted by the Compensation and Human Resource Committee, in its discretion, to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by this option. | ||
10. | Continuance of Employment | |
This option shall not be deemed to obligate the Company or any subsidiary to retain the Optionee in its employ for any period. | ||
IN WITNESS WHEREOF, CA, Inc. has caused this certificate to be executed by the Executive Vice President of Global Human Resources. This option is granted at the Companys principal executive office, One CA Plaza, Islandia, New York 11749, on the date stated above. |
CA, Inc. | |||||
|
|||||
By
|
/s/ Andrew Goodman | ||||
|
|
||||
|
Executive Vice President, Global Human Resources |
1. | A cash salary of $1,000,000, to be paid on an annualized basis concurrently with the Companys normal payroll cycle during his tenure as Interim Executive Chairman up until his termination from the role as Interim Executive Chairman, at which time the Company will pay Mr. McCracken the unpaid portion of his cash salary in a lump sum payment to be paid on the earlier of his termination from the role as Interim Executive Chairman or March 15, 2010; | ||
2. | A grant of options to purchase 72,323 shares of common stock of the Company at an exercise price of $20.87 per share, the fair market value of a share of common stock of the Company as of September 3, 2009 (the Grant Date). The options were fully vested upon grant and will become exercisable twenty percent (20%) on each anniversary of the Grant Date and have a term of six (6) years; and | ||
3. | A grant of 23,957 restricted stock units, which shall vest twenty percent (20%) each year on the anniversary of the Grant Date, provided, however, that vested portion of the Restricted Stock Unit will not be paid or delivered until one (1) year after the Restricted Stock Unit Award is 100% vested (i.e., six (6) years from the Grant Date). |
Years Ended March 31, | Six Months Ended | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | September 30, 2009 | |||||||||||||||||||||||
Earnings available for fixed charges:
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Earnings from continuing operations
before income taxes, minority
interest and discontinued operations
|
$ | 34 | $ | 125 | $ | 160 | $ | 808 | $ | 1,102 | $ | 625 | ||||||||||||||||
|
||||||||||||||||||||||||||||
Add: Fixed charges
|
221 | 165 | 199 | 215 | 154 | 73 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Less: Minority interest in pre-tax
loss of subsidiaries that have not
incurred fixed charges
|
| 1 | | | | | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total earnings available for fixed charges
|
$ | 255 | $ | 291 | $ | 359 | $ | 1,023 | $ | 1,256 | $ | 698 | ||||||||||||||||
|
||||||||||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Interest expense(1)
|
$ | 153 | $ | 95 | $ | 123 | $ | 136 | $ | 93 | $ | 53 | ||||||||||||||||
Interest portion of rental expense
|
68 | 70 | 76 | 79 | 61 | 20 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total fixed charges
|
$ | 221 | $ | 165 | $ | 199 | $ | 215 | $ | 154 | $ | 73 | ||||||||||||||||
|
||||||||||||||||||||||||||||
RATIOS OF EARNINGS TO FIXED CHARGES
|
1.15 | 1.77 | 1.81 | 4.75 | 8.16 | 9.56 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Deficiency of earnings to fixed charges
|
n/a | n/a | n/a | n/a | n/a | n/a |
(1) | Includes amortization of discount related to indebtedness |
1. | I have reviewed this Quarterly Report on Form 10-Q 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 registrants 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: | |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | ||
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 23, 2009 | /s/John Swainson | |||
John A. Swainson | ||||
Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q 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 registrants 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: | |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | ||
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 23, 2009 | /s/Nancy Cooper | |||
Nancy E. Cooper | ||||
Executive Vice President and Chief Financial Officer |
/s/John Swainson
|
||
Chief Executive Officer
|
||
October 23, 2009
|
||
|
||
/s/Nancy Cooper
|
||
|
||
Executive Vice President and Chief Financial Officer
|
||
October 23, 2009
|