Computer Associates 2015 Annual Report Download - page 88

Rights Plan: Under the Stockholder Protection Rights Agreement dated November 8, 2012, 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, and the Rights Agreement 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 2015, 2014 and 2013, respectively:
YEAR ENDED MARCH 31,
(in millions, except per share amounts) 2015 2014 2013
Basic income from continuing operations per common share:
Income from continuing operations $ 810 $ 887 $ 921
Less: Income from continuing operations allocable to participating securities (8) (9) (11)
Income from continuing operations allocable to common shares $ 802 $ 878 $ 910
Weighted average common shares outstanding 439 446 456
Basic income from continuing operations per common share $ 1.83 $ 1.97 $ 2.00
Diluted income from continuing operations per common share:
Income from continuing operations $ 810 $ 887 $ 921
Less: Income from continuing operations allocable to participating securities (8) (9) (11)
Income from continuing operations allocable to common shares $ 802 $ 878 $ 910
Weighted average shares outstanding and common share equivalents:
Weighted average common shares outstanding 439 446 456
Weighted average effect of share-based payment awards 2 2 1
Denominator in calculation of diluted income per share 441 448 457
Diluted income from continuing operations per common share $ 1.82 $ 1.96 $ 1.99
For fiscal years 2015, 2014 and 2013, respectively, approximately 1 million, 2 million and 4 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 4 million, 5 million and 5 million for fiscal years 2015, 2014 and 2013, respectively, were considered
participating securities in the calculation of net income allocable to common stockholders.
85