þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | 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 January 18, 2011 | |
par value $0.10 per share | 510,053,016 |
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CA, Inc.:
January 26, 2011
Table of Contents
Table of Contents
Table of Contents
For the Nine Months
Ended December 31,
2010
2009
$
639
$
670
281
220
187
52
5
3
61
75
29
3
3
(3
)
112
13
(304
)
(266
)
(82
)
14
(18
)
(39
)
(56
)
(2
)
(56
)
(40
)
(29
)
(5
)
743
724
(252
)
(203
)
(73
)
(57
)
29
(116
)
(133
)
(168
)
(17
)
(3
)
(597
)
(396
)
(61
)
(63
)
(188
)
(90
)
(9
)
(1,203
)
744
(6
)
55
7
6
(251
)
(557
)
(105
)
(229
)
40
141
(65
)
(88
)
2,583
2,712
$
2,518
$
2,624
Table of Contents
DECEMBER 31, 2010
(unaudited)
Declaration Date
Dividend Per Share
Record Date
Total Amount
Payment Date
(in millions)
$
0.04
May 31, 2010
$
21
June 16, 2010
$
0.04
August 9, 2010
$
20
August 19, 2010
$
0.04
December 13, 2010
$
20
December 22, 2010
$
0.04
May 31, 2009
$
21
June 16, 2009
$
0.04
August 10, 2009
$
21
August 19, 2009
$
0.04
November 17, 2009
$
21
November 30, 2009
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Three Months
Nine Months
Ended December 31,
Ended December 31,
2010
2009
2010
2009
(in millions)
$
200
$
257
$
639
$
670
1
2
2
9
(3
)
49
70
$
209
$
255
$
690
$
742
(1)
Less than $1 million.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Three
Nine
Months Ended
Months Ended
December 31,
December 31,
2010
2009
2010
2009
(in millions, except per share amounts)
$
200
$
256
$
645
$
669
(2
)
(3
)
(8
)
(7
)
$
198
$
253
$
637
$
662
505
515
507
516
$
0.39
$
0.49
$
1.26
$
1.28
$
200
$
256
$
645
$
669
7
22
(2
)
(3
)
(8
)
(7
)
$
198
$
260
$
637
$
684
505
515
507
516
18
21
1
2
1
2
506
535
508
539
$
0.39
$
0.49
$
1.25
$
1.27
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Three Months
Nine Months
Ended December 31,
Ended December 31,
2010
2009
2010
2009
(in millions)
$
1
$
(1)
$
3
$
2
1
1
3
2
8
8
23
25
7
7
17
29
4
6
15
17
21
22
61
75
(7
)
(8
)
(20
)
(26
)
$
14
$
14
$
41
$
49
(1)
Less than $1 million.
Weighted
Unrecognized
Average Period
Compensation
Expected to be
Costs
Recognized
(in millions)
(in years)
$
4
2.5
13
2.1
63
1.9
31
2.6
$
111
2.1
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Three Months
Nine Months
Ended December 31,
Ended December 31,
2010
2009
2010
2009
(shares in millions)
(1)
(1)
0.6
0.6
$
21.69
$
22.58
$
21.30
$
17.52
(1)
0.1
4.7
4.3
$
22.19
$
21.82
$
21.39
$
18.43
(1)
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.
December 31, 2010
(in millions)
Aggregate
Gross
Gross
Cost
Unrealized
Unrealized
Aggregate
Basis
Gains
Losses
Fair Value
$
24
$
$
$
24
1
1
142
142
1
(1
)
$
168
$
$
(1
)
$
167
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
December 31,
March 31,
2010
2010
(in millions)
$
740
$
768
83
72
20
26
47
93
(23
)
(24
)
(1
)
(4
)
$
866
$
931
$
$
46
$
$
46
At December 31, 2010
Gross
Amortizable
Accumulated
Net
Assets
Amortization
Assets
(in millions)
$
772
$
179
$
593
649
187
462
650
420
230
14
14
$
2,085
$
786
$
1,299
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Year Ended March 31,
2011
2012
2013
2014
2015
(in millions)
$
89
$
85
$
79
$
71
$
60
103
118
110
92
66
72
55
46
42
37
$
264
$
258
$
235
$
205
$
163
Amounts
(in millions)
$
5,667
(59
)
$
5,608
(11
)
137
8
$
5,742
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Amount of Net (Gain)/Loss Recognized in
the Condensed Consolidated Statements of Operations
(in millions)
Three Months Ended
Three Months Ended
Location of Amounts Recognized
December 31, 2010
December 31, 2009
$
1
$
2
$
(3
)
$
$
1
$
Amount of Net (Gain)/Loss Recognized in the
Condensed Consolidated Statements of
Operations
(in millions)
Nine Months Ended
Nine Months Ended
Location of Amounts Recognized
December 31, 2010
December 31, 2009
$
4
$
5
$
(9
)
$
$
9
$
25
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Fair Value Measurement at Reporting Date Using
(in millions)
Quoted Prices in
Active Markets for
Significant Other
Estimated Fair
Identical Assets
Observable Inputs
Description
Value
(Level 1)
(1)
(Level 2)
(2)
$
1,612
$
1,612
$
167
167
8
8
19
19
$
1,806
$
1,612
$
194
$
6
$
$
6
$
6
$
$
6
$
1,805
$
1,805
$
1
1
$
1,806
$
1,805
$
1
$
4
$
$
4
$
4
$
$
4
(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)
At December 31, 2010, the Company had approximately $1,562 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 Condensed
Consolidated Balance Sheet.
(4)
See Note E, Marketable Securities for additional information.
(5)
Excludes accrued interest.
(6)
At March 31, 2010, the Company had approximately $1,755 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 Condensed
Consolidated Balance Sheet.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
At December 31 and March 31, 2010, the Company did not have any assets or liabilities measured at
fair value on a recurring basis using significant unobservable inputs (Level 3).
At December 31, 2010
(in millions)
Carrying Value
Estimated Fair Value
$
1,555
$
1,615
$
54
$
59
(1)
Estimated fair value of total debt was 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.
(2)
Estimated fair value for the facilities abandonment reserve was determined
using the Companys current incremental borrowing rate. The facilities abandonment reserve
includes approximately $17 million in Accrued expenses and other current liabilities and
approximately $37 million in Other noncurrent liabilities on the Companys Condensed
Consolidated Balance Sheet.
At March 31, 2010
(in millions)
Carrying Value
Estimated Fair Value
$
46
$
46
$
1,545
$
1,600
$
69
$
79
(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 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.
(3)
Estimated fair value for the facilities abandonment reserve was determined
using the Companys incremental borrowing rate at March 31, 2010. The facilities
abandonment reserve includes approximately $22 million in Accrued expenses and other
current liabilities and approximately $47 million in Other noncurrent liabilities on the
Companys Condensed Consolidated Balance Sheet.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Facilities
Severance
Abandonment
(in millions)
$
46
$
2
(3
)
(34
)
(1
)
$
8
$
2
Facilities
Severance
Abandonment
(in millions)
$
8
$
60
1
1
(4
)
(14
)
1
$
5
$
48
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
December 31,
March 31,
2010
2010
(in millions)
$
2,195
$
2,389
139
151
8
15
2,342
2,555
968
1,042
24
24
3
2
995
1,068
$
3,337
$
3,623
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Other Fiscal 2011
Estimated
(dollars in millions)
Arcot
Acquisitions
Useful Life
$
38
$
12
5-8 years
86
42
10 years
108
29
Indefinite
(46
)
(13
)
11
4
$
197
$
74
(1)
Includes customer relationships and trade names.
Estimated
(dollars in millions)
Amount
Useful Life
$
46
5-6 years
319
10 years
136
Indefinite
(30
)
2
$
473
(1)
Includes customer relationships and trade names.
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
(unaudited)
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Completed several key acquisitions since December 31, 2009 in an effort to expand our
product portfolio, including Torokina Pty Ltd, Hyperformix, Inc., Arcot Systems, Inc.,
Nimsoft AS, 3Tera, Inc. and Oblicore, Inc.;
Re-branded our company; and
Realigned our operations with the intention of driving increased collaboration and
accountability across the Company while enabling us to deliver even greater customer
service and product innovation.
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Increasing the number of freestanding sales with the introduction of new products;
Responding to customer demand in growth geographies and growth accounts; and
Continuing to align the organization to be more responsive to customer needs and
emerging trends.
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
In October 2010, we announced the new release of CA 3Tera
®
AppLogic
®
, our new turnkey
cloud computing platform. CA 3Tera AppLogic helps organizations increase business agility,
reduce risks associated with cloud deployments and enter new markets more quickly than
previously possible.
In October 2010, we acquired Arcot Systems, Inc. (Arcot), a privately held provider of
authentication and fraud prevention solutions through on-premises software or cloud
services. The acquisition of Arcot added technology for fraud prevention and
authentication to our Identity and Access Management offerings.
In October 2010, we announced a next-generation of our Automation Suite to help
customers migrate to a virtualized, dynamic cloud computing infrastructure. The Suite is
designed to offer a comprehensive business service-centric approach to the deployment and
scaling of IT infrastructure and services.
In October 2010, we acquired Hyperformix, Inc., a privately held provider of capacity
management software for dynamic physical, virtual and cloud IT infrastructures.
In December 2010, we announced the availability of CA Mainframe Chorus, an important
innovation to our Technologies Mainframe 2.0 strategy. It offers management capabilities
that are designed to appeal to the next generation mainframe staff while also offering
significant productivity improvements to todays mainframe experts.
In December 2010, we acquired Torokina Pty Ltd (Torokina), an Australia-based provider
of telecommunications management solutions to 2G, 3G, next generation networks and VoiP
service providers and network operators worldwide. Prior to the acquisition, we worked with
Torokina as a partner and independent vendor.
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Third Quarter
Comparison
Fiscal Year 2011 versus
Fiscal Year 2010
Percent
2011
2010
(1)
Change
Change
(dollars in millions)
$
1,165
$
1,122
$
43
4
%
$
995
$
995
$
%
$
200
$
257
$
(57
)
(22
)%
$
496
$
342
$
154
45
%
$
1,281
$
1,367
$
(86
)
(6
)%
$
1,099
$
1,203
$
(104
)
(9
)%
3.20
3.23
(0.03
)
(1
)%
$
343
$
372
$
(29
)
(8
)%
First Nine Months
Comparison
Fiscal Year 2011 versus
Fiscal Year 2010
Percent
2011
2010
(1)
Change
Change
(dollars in millions)
$
3,366
$
3,233
$
133
4
%
$
2,917
$
2,905
$
12
%
$
639
$
670
$
(31
)
(5
)%
$
743
$
724
$
19
3
%
$
3,049
$
3,493
$
(444
)
(13
)%
$
2,601
$
3,133
$
(532
)
(17
)%
3.22
3.58
(0.36
)
(10
)%
$
808
$
875
$
(67
)
(8
)%
Change
Change
Dec. 31,
March 31,
From
Dec. 31,
From Prior
2010
2010
(1)
Year End
2009
Year Quarter
(in millions)
$
2,685
$
2,583
$
102
$
2,624
$
61
$
1,555
$
1,545
$
10
$
1,545
$
10
$
5,544
$
5,555
$
(11
)
$
5,591
$
(47
)
$
8,015
$
8,193
$
(178
)
$
7,899
$
116
(1)
Previously reported information has been reclassified to exclude the discontinued
operations sold to Autonomy where applicable.
(2)
At December 31, 2010, marketable securities were $167 million. At March 31, 2010 and December
31, 2009, marketable securities were less than $1 million.
(3)
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
Third Quarter Comparison Fiscal Year 2011 versus Fiscal Year 2010
Percentage
Dollar
of
Percentage of
Change
Dollar
Total
2011/
Change
Revenue
2011
2010
(1)
2010
2011/2010
2011
2010
(dollars in millions)
$
995
$
995
$
%
85
%
89
%
88
73
15
21
8
7
82
54
28
52
7
4
1,165
1,122
43
4
100
100
82
73
9
12
7
7
77
66
11
17
7
6
52
34
18
53
4
3
348
315
33
10
30
28
114
129
(15
)
(12
)
10
11
110
117
(7
)
(6
)
9
10
47
39
8
21
4
3
5
(3
)
8
NM
(8
)
2
(10
)
NM
(1
)
827
772
55
7
71
69
338
350
(12
)
(3
)
29
31
10
23
(13
)
(57
)
1
2
328
327
1
28
29
128
71
57
80
11
6
200
256
(56
)
(22
)
17
23
(1
)
1
NM
$
200
$
257
$
(57
)
(22)
%
17
%
23
%
Note Amounts may not add to their respective totals due to rounding.
(1)
Previously reported information has been reclassified to exclude the discontinued
operations sold to Autonomy.
Table of Contents
First Nine Months Comparison Fiscal Year 2011 versus Fiscal Year 2010
Dollar
Percentage of
Percentage of
Change
Dollar
Total
2011/
Change
Revenue
2011
2010
(1)
2010
2011/2010
2011
2010
(dollars in millions)
$
2,917
$
2,905
$
12
%
87
%
90
%
245
213
32
15
7
7
204
115
89
77
6
3
3,366
3,233
133
4
100
100
233
211
22
10
7
7
223
191
32
17
7
6
145
101
44
44
4
3
955
879
76
9
28
27
344
358
(14
)
(4
)
10
11
363
348
15
4
11
11
136
116
20
17
4
4
9
11
(2
)
(18
)
(11
)
4
(15
)
NM
2,397
2,219
178
8
71
69
969
1,014
(45
)
(4
)
29
31
35
62
(27
)
(44
)
1
2
934
952
(18
)
(2
)
28
29
289
283
6
2
9
9
645
669
(24
)
(4
)
19
21
6
(1
)
7
NM
$
639
$
670
$
(31
)
(5)
%
19
%
21
%
Note Amounts may not add to their respective totals due to rounding.
(1)
Previously reported information has been reclassified to exclude the discontinued
operations sold to Autonomy.
Table of Contents
Table of Contents
(1)
Previously reported information has been reclassified to exclude the discontinued
operations sold to Autonomy.
(1)
Previously reported information has been reclassified to exclude the discontinued
operations sold to Autonomy.
Table of Contents
Table of Contents
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Dec. 31,
March 31,
Dec. 31,
2010
2010
(1)
2009
(1)
(in millions)
(in millions)
(in millions)
$
2,038
$
1,887
$
1,980
2,640
2,691
2,633
$
4,678
$
4,578
$
4,613
$
3,592
$
3,521
$
3,456
4,423
4,672
4,443
$
8,015
$
8,193
$
7,899
$
3,337
$
3,615
$
3,286
4,678
4,578
4,613
$
8,015
$
8,193
$
7,899
Note:
Revenue backlog includes deferred subscription and maintenance and professional services revenue.
(1)
Previously reported information has been reclassified to exclude the discontinued operations sold to Autonomy.
Dec. 31,
March 31,
Dec. 31,
2010
2010
(1)
2009
(1)
(in millions)
(in millions)
(in millions)
$
4,678
$
4,578
$
4,613
866
931
932
46
46
$
5,544
$
5,555
$
5,591
(1)
Previously reported information has been reclassified to exclude the discontinued
operations sold to Autonomy.
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Third Quarter of Fiscal
Change
(in millions)
2011
2010
2011/ 2010
$
1,293
$
1,093
$
200
(746
)
(697
)
(49
)
(27
)
(21
)
(6
)
(24
)
(33
)
9
$
496
$
342
$
154
(1)
Amounts include value-added taxes and sales taxes.
(2)
Amounts include interest, restructuring and miscellaneous receipts and disbursements.
First Nine Months of Fiscal
Change
(in millions)
2011
2010
2011/ 2010
$
3,356
$
3,203
$
153
(2,366
)
(2,196
)
(170
)
(161
)
(197
)
36
(86
)
(86
)
$
743
$
724
$
19
(1)
Amounts include VAT and sales taxes.
(2)
Amounts include interest, restructuring and miscellaneous receipts and disbursements.
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December 31, 2010
March 31, 2010
Maximum
Outstanding
Maximum
Outstanding
Available
Balance
Available
Balance
(in millions)
$
1,000
$
250
$
1,000
$
250
750
750
519
501
25
25
36
44
$
1,555
$
1,545
of 4%.
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44
45
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 per share amounts)
346,059
$
22.85
346,059
$
356,843
350,953
$
22.90
350,953
$
348,806
779,900
$
24.43
779,900
$
329,753
1,476,912
1,476,912
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.**
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.**
CA, Inc. Special Retirement Vesting Benefit Policy.
Filed herewith.
CA, Inc. 2003 Compensation Plan for Non-Employee
Directors (amended and restated dated December 31,
2010).
Filed herewith.
Statement of Ratio of Earnings to Fixed Charges.
Filed herewith.
Accountants acknowledgment letter.
Filed herewith.
Certification of the Principal Executive Officer
pursuant to §302 of the Sarbanes-Oxley Act of
2002.
Filed herewith.
Certification of the Principal Financial Officer
pursuant to §302 of the Sarbanes-Oxley Act of
2002.
Filed herewith.
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 quarterly
period ended December 31, 2010, formatted in XBRL
(eXtensible Business Reporting Language):
Furnished herewith.
*
Management contract or compensatory plan or arrangement.
**
Incorporated herein by reference.
Table of Contents
46
CA, INC.
By:
/s/ William E. McCracken
William E. McCracken
Chief Executive Officer
By:
/s/ Nancy E. Cooper
Nancy E. Cooper
Dated: January 26, 2011
Executive Vice President and Chief
Financial Officer
1. | With respect to any outstanding one-year performance share award, the restricted shares granted after completion of the one-year Performance Cycle for the award shall vest as follows: |
a. | 70% of the shares on the grant date | ||
b. | 20% of the shares on the first anniversary of the grant date, | ||
c. | 10% of the shares on the second anniversary of the grant date. |
2. | With respect to any outstanding three-year performance share award, the shares granted after completion of the applicable three-year Performance Cycle shall be based on the actual performance achieved over the Performance Cycle for the award, pro-rated based on the portion of the Performance Cycle representing the number of days worked from the beginning of the Performance Cycle through the date of Special Retirement. |
1. | With respect to any outstanding one-year performance share award, the restricted shares granted after completion of the one-year Performance Cycle for the award shall vest as follows, provided the LTIP Participant is employed by CA, Inc. or one of its subsidiaries on the vesting date: |
a. | 70% of the shares on the grant date | ||
b. | 20% of the shares on the first anniversary of the grant date, | ||
c. | 10% of the shares on the second anniversary of the grant date. |
2. | With respect to any outstanding three-year performance share award, the shares granted after completion of the applicable three-year Performance Cycle shall be based on the actual performance achieved over the Performance Cycle for the award, pro-rated based on the portion of the Performance Cycle representing the number of days worked from the beginning of the Performance Cycle through the date of Special Retirement. |
Page | ||||
ARTICLE I ESTABLISHMENT AND PURPOSE
|
1 | |||
1.01 Purpose
|
1 | |||
1.02 Effective Date; Stockholder Approval
|
1 | |||
ARTICLE II DEFINITIONS
|
1 | |||
2.01 Annual Meeting
|
1 | |||
2.02 Board
|
1 | |||
2.03 Change in Control
|
1 | |||
2.04 Code
|
2 | |||
2.05 Committee
|
2 | |||
2.06 Company
|
2 | |||
2.07 Deferred Stock Compensation Account or Account
|
2 | |||
2.08 Director Fees
|
2 | |||
2.09 Director Service Year
|
2 | |||
2.10 Disabled
|
3 | |||
2.11 Eligible Director
|
3 | |||
2.12 Fair Market Value
|
3 | |||
2.13 Payment Commencement Date
|
3 | |||
2.14 Plan
|
3 | |||
2.15 Related Company
|
3 | |||
2.16 Rights Agreement
|
3 | |||
2.17 Shares
|
3 | |||
2.18 Stock Deferral
|
3 | |||
ARTICLE III ADMINISTRATION
|
3 | |||
3.01 The Committee
|
3 | |||
3.02 Authority of the Committee
|
3 | |||
3.03 Effect of Determinations
|
4 | |||
3.04 No Liability; Indemnification
|
4 | |||
ARTICLE IV DIRECTOR FEES
|
4 | |||
4.01 Eligibility
|
4 | |||
4.02 Director Fees
|
4 | |||
(a) Amount of Director Fees
|
4 | |||
(b) Form of Payment
|
4 | |||
(c) Timing of Payments
|
4 | |||
(d) Pro-Ration and Adjustment for Short Director Service Years
|
5 | |||
(e) Reports to Eligible Directors
|
5 | |||
4.03 Stock Deferrals
|
5 | |||
(a) General
|
5 | |||
(b) Dividends on Deferred Shares
|
5 | |||
(c) Payment of Stock Deferrals
|
5 | |||
(d) Election to Receive Installment Payments
|
5 | |||
(e) Hardship Withdrawals
|
5 | |||
4.04 Election to Receive Cash in Lieu of Stock Deferrals
|
6 | |||
(a) Form and Manner of Cash Elections
|
6 | |||
(b) Timing of Cash Elections
|
6 | |||
(c) Subsequent Elections
|
6 | |||
(d) Timing of Cash Payments
|
7 |
i
Page | ||||
ARTICLE V SHARES SUBJECT TO THE PLAN; ADJUSTMENTS
|
7 | |||
5.01 Shares Available
|
7 | |||
5.02 Adjustments
|
7 | |||
5.03 Consolidation; Merger or Sale of Assets
|
7 | |||
5.04 Fractional Shares
|
7 | |||
ARTICLE VI AMENDMENT AND TERMINATION
|
8 | |||
6.01 Amendment
|
8 | |||
6.02 Termination
|
8 | |||
ARTICLE VII GENERAL PROVISIONS
|
8 | |||
7.01 Nontransferability of Awards
|
8 | |||
7.02 No Implied Rights
|
8 | |||
7.03 No Rights as Stockholders
|
8 | |||
7.04 Nature of Payments
|
9 | |||
7.05 Nature of Deferred Stock Compensation Accounts
|
9 | |||
7.06 Securities Law Compliance
|
9 | |||
7.07 Section 409A of the Code
|
9 | |||
7.08 Governing Law, Severability
|
9 |
ii
1
2
3
4
5
6
7
8
9
10
Years Ended March 31, | Nine Months Ended | |||||||||||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | December 31, 2010 | |||||||||||||||||||
Earnings available for fixed charges:
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
Earnings from continuing operations
before income taxes, minority
interest and discontinued operations
|
$ | 98 | $ | 130 | $ | 775 | $ | 1,065 | $ | 1,171 | $ | 934 | ||||||||||||
|
||||||||||||||||||||||||
Add: Fixed charges
|
192 | 229 | 248 | 191 | 162 | 80 | ||||||||||||||||||
|
||||||||||||||||||||||||
Less: Minority interest in pre-tax
loss of subsidiaries that have not
incurred fixed charges
|
1 | | | | | | ||||||||||||||||||
|
||||||||||||||||||||||||
Total earnings available for fixed charges
|
$ | 291 | $ | 359 | $ | 1,023 | $ | 1,256 | $ | 1,333 | $ | 1,014 | ||||||||||||
Fixed charges:
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
Interest expense(1)
|
$ | 122 | $ | 153 | $ | 169 | $ | 130 | $ | 102 | $ | 52 | ||||||||||||
Interest portion of rental expense
|
70 | 76 | 79 | 61 | 60 | 28 | ||||||||||||||||||
|
||||||||||||||||||||||||
Total fixed charges
|
$ | 192 | $ | 229 | $ | 248 | $ | 191 | $ | 162 | $ | 80 | ||||||||||||
RATIOS OF EARNINGS TO FIXED CHARGES
|
1.52 | 1.57 | 4.13 | 6.58 | 8.23 | 12.68 | ||||||||||||||||||
|
||||||||||||||||||||||||
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. for its most recent fiscal quarter; |
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: |
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): |
Date: January 26, 2011 | /s/ William E. McCracken | |||
William E. McCracken | ||||
Chief Executive Officer
CA, Inc. |
||||
1. | I have reviewed this Quarterly Report on Form 10-Q of CA, Inc. for its most recent fiscal quarter; |
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: |
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): |
Date: January 26, 2011 | /s/Nancy E. Cooper | |||
Nancy E. Cooper | ||||
Executive Vice President and Chief Financial Officer
CA, Inc. |
||||
/s/ William E. McCracken
|
||
Chief Executive Officer
|
||
January 26, 2011
|
||
|
||
/s/Nancy E. Cooper
|
||
Executive Vice President and Chief Financial Officer
|
||
January 26, 2011
|