Computer Associates 2013 Annual Report Download - page 96

For fiscal years 2013, 2012 and 2011, respectively, approximately 4 million, 4 million and 6 million shares of Company
common stock underlying restricted stock awards and options to purchase common stock were excluded from the calculation
because their effect on income per share was anti-dilutive during the respective periods. Weighted average restricted stock
awards of approximately 5 million, 6 million and 6 million for fiscal years 2013, 2012 and 2011, respectively, were considered
participating securities in the calculation of net income allocable to common stockholders.
Note 14 — Stock Plans
Share-based incentive awards are provided to employees under the terms of the Company’s equity incentive compensation
plans (the Plans). The Plans are administered by the Compensation Committee. Awards under the Plans may include stock
options, restricted stock awards (RSAs), restricted stock units (RSUs), performance share units (PSUs), stock appreciation
rights or any combination thereof. The non-employee members of the Company’s Board of Directors receive deferred stock
units under a separate director compensation plan. The Company typically settles awards under employee and
non-employee director compensation plans with stock held in treasury.
All Plans, with the exception of acquired companies’ stock plans, have been approved by the Company’s shareholders. The
Company grants all new annual performance cash incentive bonuses, long-term performance bonuses, non-statutory stock
options, RSAs, RSUs and other equity-based awards under the 2011 Incentive Plan, which replaced the 2007 Incentive Plan,
upon approval at the August 3, 2011 Annual Meeting of Stockholders. Outstanding awards under the 2007 Incentive Plan
and 2002 Incentive Plan, as amended, are satisfied under their respective Plans. Approximately 45 million shares of common
stock were originally available to be granted to select employees and consultants under the 2011 Incentive Plan. Under the
2011 Incentive Plan, no more than 10 million incentive stock options may be granted. The 2011 Incentive Plan will continue
until the earlier of (i) termination by the Board or (ii) the date on which all of the shares available for issuance under the
respective plan have been issued and restrictions on issued shares have lapsed. Generally, options expire 10 years from the
date of grant unless forfeited by the employee, the Compensation Committee establishes a shorter expiration period or the
options are otherwise terminated. Awards to the non-employee directors are granted under the 2012 Compensation Plan for
Non-Employee Directors, which replaced the 2003 Compensation Plan for Non-Employee Directors, as amended, upon
approval at the August 1, 2012 Annual Meeting of Stockholders.
Share-Based Compensation: The Company recognized share-based compensation in the following line items in the
Consolidated Statements of Operations for the periods indicated:
YEAR ENDED MARCH 31,
(in millions) 2013 2012 2011
Costs of licensing and maintenance $ 3 $ 3 $ 3
Cost of professional services 443
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
The tax benefit from share-based incentive awards provided to employees that was recorded for book purposes exceeded
that which was deductible for tax purposes by $2 million, $4 million and $24 million for fiscal years 2013, 2012 and 2011,
respectively. The tax effect of this temporary difference in tax expense was recorded to ‘‘Additional paid-in capital’’ in the
Consolidated Balance Sheets and did not affect the Company’s Consolidated Statements of Operations.
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