Computer Associates 2012 Annual Report Download - page 13

This Annual Report on Form 10-K (Form 10-K) contains certain forward-looking information relating to CA, Inc. (which we refer to
as the “Company,” “Registrant,” “CA Technologies,” “CA,” “we,” “our,” or “us”), that is based on the beliefs of, and assumptions
made by, our management as well as information currently available to management. When used in this Form 10-K, the words
“believes,” “plans,” “anticipates,” “expects,” “estimates,” “targets,” and similar expressions are intended to identify forward-looking
information. Forward-looking information includes, for example, the statements made under the caption “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” under Item 7, but also appears in other parts of this Form 10-K. This
forward-looking information reflects our current views with respect to future events and is subject to certain risks, uncertainties, and
assumptions, some of which are described under the caption “Risk Factors” in Part I, Item 1A and elsewhere in this Form
10-K. Should one or more of these risks or uncertainties occur, or should our assumptions prove incorrect, actual results may vary
materially from the forward-looking information described in this Form 10-K as believed, planned, anticipated, expected, estimated,
or targeted. We do not intend to update these forward-looking statements.
The declaration and payment of future dividends is subject to the determination of the Company’s Board of Directors, in its sole
discretion, after considering various factors, including the Company’s financial condition, historical and forecast operating results,
and available cash flow, as well as any applicable laws and contractual covenants and any other relevant factors. The Company’s
practice regarding payment of dividends may be modified at any time and from time to time.
Repurchases under the Company’s stock repurchase program are expected to be made with cash on hand and may be made from time
to time, subject to market conditions and other factors, in the open market, through solicited or unsolicited privately negotiated
transactions or otherwise. The program, which is authorized through the fiscal year ending March 31, 2014, does not obligate the
Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company’s
discretion.
The product and service names mentioned in this Form 10-K are used for identification purposes only and may be protected by
trademarks, trade names, service marks and/or other intellectual property rights of the Company and/or other parties in the United
States and/or other jurisdictions. The absence of a specific attribution in connection with any such mark does not constitute a waiver
of any such right. ITIL®is a registered trademark of the Office of Government Commerce in the United Kingdom and other
countries. All other trademarks, trade names, service marks and logos referenced herein belong to their respective companies.
References in this Form 10-K to fiscal 2012, fiscal 2011, fiscal 2010 and fiscal 2009, etc. are to our fiscal years ended on March 31,
2012, 2011, 2010 and 2009, etc., respectively.
Part I
Item 1. Business.
(a) General Development of Business
Overview
CA Technologies is the leading independent enterprise information technology (IT) management software and solutions company
with expertise across IT environments – from mainframe and physical to virtual and cloud. We develop and deliver software and
services that help organizations accelerate, transform and secure their IT infrastructures to deliver flexible IT services. This allows
customers to respond faster to business demands for new services, manage the quality of services, increase efficiency and reduce risk.
We address components of the computing environment, including people, information, processes, systems, networks, applications
and databases, across hardware and software platforms and programs. We offer a broad portfolio of software solutions that address
customer needs to accelerate, transform and secure IT environments, including mainframe; service assurance; security (identity and
access management); service and portfolio management; and virtualization and service automation. We deliver our products
on-premises or, for certain products, using Software-as-a-Service (SaaS).
Fiscal 2012 Business Developments and Highlights
The following are significant developments and highlights relating to our business since the beginning of fiscal 2012:
•In January 2012, our Board of Directors approved a capital allocation program that targets the return of up to $2.5 billion to
shareholders through the fiscal year ending March 31, 2014. This includes an increase in the annual dividend from $0.20 to $1.00
per share on our common stock as and when declared by the Board of Directors and the authorization to acquire up to $1.5 billion
of our common stock. As part of the capital allocation program, we entered into an accelerated share repurchase agreement in the
fourth quarter of fiscal 2012 with a third-party financial institution to repurchase $500 million of our common stock.
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