Computer Associates 2006 Annual Report Download - page 104

Mr. Fernandes 1,125; Mr. La Blanc 6,750; Mr. Lorsch 6,750; Mr. Ranieri 6,750; Mr. Schuetze 6,750; Mr. Swainson 177,038;
Mr. Artzt 943,915; Mr. Corgan 172,139; Mr. Quinn 785,443; Mr. Christenson 25,534; and all directors and executive officers as a
group 2,827,402. Amounts shown in the above table also include shares held in the CA Savings Harvest Plan, our 401(k) plan, and acquired
through the Employee Stock Purchase Plan.
(2) According to a Schedule 13D/A filed on October 30, 2003, Walter H. Haefner, through Careal Holding AG, a company wholly owned by
Mr. Haefner, exercises sole voting power and sole dispositive power over these shares.
(3) According to a Schedule 13G/A filed on February 14, 2006, Private Capital Management, L.P., an investment adviser registered under the
Investment Advisers Act of 1940 (“PCM”), exercises shared voting and dispositive power over these shares. In addition, according to said
Schedule 13G/A, Bruce S. Sherman, the CEO of PCM, exercises sole voting and dispositive power over 1,835,350 shares and shared voting
and dispositive power over 83,664,957 shares. Gregg J. Powers, the President of PCM, exercises sole voting and dispositive power over
469,516 shares, and shared voting and dispositive power over 83,578,757 shares. Messrs. Sherman and Powers exercise shared voting and
dispositive power with respect to shares held by PCM’s clients and managed by PCM. Messrs. Sherman and Powers disclaim beneficial
ownership of the shares held by PCM’s clients.
(4) According to a Schedule 13G/A filed on July 10, 2006 by Hotchkis and Wiley Capital Management, LLC, an investment advisor registered
under the Investment Advisors Act of 1940 (“HWCM”), HWCM exercises sole voting power over 50,990,724 shares and sole dispositive
power over 65,977,808 shares. Securities reported on the Schedule 13G/A are beneficially owned by clients of HWCM.
(5) According to a Schedule 13G/A filed on February 14, 2006 by NWQ Management Company, LLC, an investment advisor registered under
the Investment Advisors Act of 1940 (“NWQ”), NWQ exercises sole voting power over 35,955,214 shares and sole dispositive power over
41,616,371 shares. Securities reported on the Schedule 13G/A are beneficially owned by clients of NWQ.
(6) Under the Company’s prior and current compensation plans for non-employee directors, such directors have received a portion of their fees
in the form of deferred stock units. On the January 1st immediately following termination of service, a director receives shares of Common
Stock in an amount equal to the number of deferred stock units accrued in his/her deferred compensation account. As of July 5, 2006, the
Company’s non-employee directors had the following approximate number of deferred stock units: Mr. Cron 15,478; Mr. D’Amato 16,221;
Mr. Fernandes 17,419; Mr. La Blanc 20,899; Mr. Lofgren 4,582; Mr. Lorsch 21,237; Mr. McCracken 4,507; Mr. Ranieri 10,323;
Mr. Schuetze 18,363; Ms. Unger 5,627; and Mr. Zambonini 3,955. The deferred stock units are not included in the above table. See
“Director Compensation” for more information.
(7) The Board has elected to reduce the number of non-independent directors serving on the Board from two to one. In fiscal year 2006,
Messrs. Swainson and Cron were deemed non-independent directors. Consequently, the term of Mr. Cron will expire at the Company’s 2006
Annual Meeting of Stockholders. In addition, the Board decreased its size from twelve directors to eleven directors, effective upon the
commencement of the 2006 Annual Meeting.
(8) Although Mr. Christenson is not one of the four most highly compensated executive officers of the Company in the fiscal year ended
March 31, 2006, the Company has determined to include him in the table as the successor to Mr. Clarke as the Company’s Chief Operating
Officer.
(9) Mr. Corgan’s employment terminated after the end of fiscal year 2006 and his last day with the Company was June 30, 2006. Generally and
subject to applicable law, options that are not exercised within 30 days of the date of termination of employment are forfeited.
Item 13. Certain Relationships and Related Transactions.
None.
Item 14. Principal Accounting Fees and Services.
Audit and Other Fees Paid to KPMG LLP
The fees billed by KPMG LLP for professional services rendered for the fiscal years ended March 31, 2006 and
March 31, 2005 are reflected in the following table:
Fee Category
Fiscal Year 2006
Fees
Fiscal Year 2005
Fees
Audit Fees
(1)
......................................... $21,769,000 $10,990,000
Audit-Related Fees .................................... 390,000 230,000
Tax Fees............................................ — 33,000
All Other Fees ....................................... 9,000 4,000
Total Fees........................................... $22,168,000 $11,257,000
(1) Includes $13,456,000 in fiscal year 2006 and $5,888,000 in fiscal year 2005 for fees associated with the audit work performed on the
Company’s internal control over financial reporting.
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