Computer Associates 2013 Annual Report Download - page 95

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Year Ended March 31, 2012:
(in millions, except per share amounts) DIVIDEND TOTAL
DECLARATION DATE PER SHARE RECORD DATE 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
Rights Plan: On November 8, 2012, the Company adopted a new Stockholder Protection Rights Agreement (the Rights
Agreement) to replace its prior Stockholder Protection Rights Agreement that expired on November 30, 2012. Under the
Rights Agreement, each outstanding share of the Company’s common stock carries a right (Right). The Rights will trade
with the common stock until the Separation Time, which would occur on the next business day after: (i) the Company’s
announcement that a person or group (an Acquiring Person) has become the beneficial owner of 20% or more of the
Company’s outstanding common stock (other than Martin Haefner and Eva Maria Bucher-Haefner and their respective
affiliates and associates, who are ‘‘grandfathered’’ under this provision so long as their aggregate ownership of common
stock does not exceed the sum of 126,562,500 shares of common stock and that number of shares equal to 0.1% of the then
outstanding shares of common stock); (ii) the date on which any Acquiring Person becomes the beneficial owner of more
than 50% of the outstanding shares of common stock; or (iii) the 10th business day after the commencement of a tender
offer or exchange offer (or such later date as the Company’s Board of Directors may from time to time determine prior to
the Separation Time) that would result in an Acquiring Person owning 20% or more of the Company’s outstanding common
stock. Following the Separation Time, each Right may be exercised to purchase 0.001 shares of the Company’s participating
preferred stock at a purchase price of $100 per share. If the Separation Time occurs pursuant to an event described in
(i) or (ii) above, however, each Right, other than rights held by an Acquiring Person, will entitle the holder to receive, for
an exercise price of $100, that number of shares of the Company’s common stock (or, in certain circumstances, cash,
property or other securities) having an aggregate Market Price (as determined under the Rights Agreement) equal to two
times the exercise price. The Rights will not be triggered by a Qualifying Offer, as defined in the Rights Agreement, if
holders of at least 10% of the outstanding shares of the Company’s common stock request pursuant to the terms of the
Rights Agreement that a special meeting of stockholders be convened for the purpose of exempting such offer from the
Rights Agreement, and thereafter the stockholders vote at that meeting to exempt that Qualifying Offer from the Rights
Agreement. The Rights, which are redeemable by the Company at $0.001 per Right, expire November 30, 2015.
Note 13 — Income from Continuing Operations Per Common Share
The following table presents basic and diluted income from continuing operations per common share information for fiscal
years 2013, 2012 and 2011, respectively.
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
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