Computer Associates 2012 Annual Report Download - page 90

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 percent 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 such meeting to exempt such Qualifying Offer from the Rights Agreement. The Rights, which
are redeemable by the Company at $0.001 per Right, expire November 30, 2012.
Note 14 — 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
2012, 2011 and 2010, respectively.
YEAR ENDED MARCH 31,
(in millions, except per share amounts) 2012 2011 2010
Basic income from continuing operations per common share:
Income from continuing operations $ 938 $ 823 $ 759
Less: Income from continuing operations allocable to participating securities (11) (11) (8)
Income from continuing operations allocable to common shares $ 927 $ 812 $ 751
Weighted average common shares outstanding 486 506 515
Basic income from continuing operations allocable per common share $ 1.91 $ 1.60 $ 1.46
Diluted income from continuing operations per common share:
Income from continuing operations $ 938 $ 823 $ 759
Add: Interest expense associated with Convertible Senior Notes (1), net of tax ——21
Less: Income from continuing operations allocable to participating securities (11) (11) (8)
Income from continuing operations allocable to common shares $ 927 $ 812 $ 772
Weighted average shares outstanding and common share equivalents:
Weighted average common shares outstanding 486 506 515
Weighted average shares outstanding upon conversion of Convertible Senior Notes (1) ——16
Weighted average effect of share-based payment awards 112
Denominator in calculation of diluted income per share 487 507 533
Diluted income from continuing operations per common share $ 1.90 $ 1.60 $ 1.45
(1) Interest expense and weighted average shares outstanding adjustments relate to the Company’s 1.625% Convertible Senior Notes that were due December 2009.
For fiscal years 2012, 2011 and 2010, approximately 4 million, 6 million and 6 million restricted stock units and options to purchase
common stock, respectively, were excluded from the calculation of diluted earnings per share, as their effect on net income per share
was anti-dilutive during the respective periods. Weighted average restricted stock awards of 6 million, 6 million and 5 million for
fiscal years 2012, 2011 and 2010, respectively, were considered participating securities in the calculation of net income available to
common shareholders.
Note 15 — 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 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 and 2007 Incentive Plan and long-term performance bonuses under the 2007
Incentive Plan and 2002 Incentive Plan, as amended and restated. These plans are collectively referred to as “the Incentive Plans.”
Approximately 45 million, 30 million and 45 million shares of common stock can be granted to select employees and consultants
under the Company’s 2002, 2007 and 2011 Incentive Plans, respectively. Under the 2007 and 2011 Incentive Plans, no more than
10 million incentive stock options may be granted. The Incentive Plans 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
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