þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-23.1 |
2
2009 | 2008 | |||||||
Assets: |
||||||||
Investments |
||||||||
Mutual funds |
$ | 602,512,772 | $ | 887,186,578 | ||||
Common Collective Trusts |
46,917,345 | | ||||||
ESOP Stock Fund |
90,540,277 | 108,344,259 | ||||||
Participant loans |
14,149,790 | 13,932,075 | ||||||
Total investments |
754,120,184 | 1,009,462,912 | ||||||
Contributions receivable: |
||||||||
Employer |
24,119,451 | 18,731,002 | ||||||
Participant |
2,581,252 | 2,663,244 | ||||||
Total contributions receivable |
26,700,703 | 21,394,246 | ||||||
Restitution
receivable (Note 6) |
| 46,527 | ||||||
ERISA Account Credit receivable |
53,623 | | ||||||
Total assets |
780,874,510 | 1,030,903,685 | ||||||
Liabilities: |
||||||||
Administrative fees payable |
130,575 | 83,500 | ||||||
Net assets available for benefits |
$ | 780,743,935 | $ | 1,030,820,185 | ||||
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2009 | 2008 | |||||||
Additions to net assets available for benefits: |
||||||||
Investment income/(loss): |
||||||||
Net appreciation/(depreciation) in fair value of investments |
$ | (303,414,225 | ) | $ | (134,862,479 | ) | ||
Dividend income |
22,811,707 | 86,016,842 | ||||||
Participant loan interest |
1,059,413 | 1,036,698 | ||||||
Net
investment loss |
(279,543,105 | ) | (47,808,939 | ) | ||||
Contributions: |
||||||||
Participants |
66,930,067 | 67,359,132 | ||||||
Employer |
36,270,445 | 29,823,171 | ||||||
Total contributions |
103,200,512 | 97,182,303 | ||||||
Restitution
(Note 6) |
| 4,290,141 | ||||||
ERISA
Account Credit |
266,817 | | ||||||
Total
additions/(reductions) |
(176,075,776 | ) | 53,663,505 | |||||
Deductions
from net assets available for benefits: |
||||||||
Benefits paid to participants |
73,486,201 | 109,075,524 | ||||||
Administrative expenses |
514,273 | 482,922 | ||||||
Total deductions |
74,000,474 | 109,558,446 | ||||||
Net
decrease in plan assets |
(250,076,250 | ) | (55,894,941 | ) | ||||
Net assets available for benefits at beginning of year |
1,030,820,185 | 1,086,715,126 | ||||||
Net assets available for benefits at end of year |
$ | 780,743,935 | $ | 1,030,820,185 | ||||
4
(1) | Description of the Plan | |
The following description of the CA Savings Harvest Plan (the Plan) provides only general information. Participants should refer to the plan document for a more complete description of the Plans provisions. |
(a) | General | ||
The Plan, which has a fiscal year-end of March 30, is a defined contribution plan covering all eligible salaried U.S. employees of CA, Inc. (the Company). Employees are eligible to participate in the Plan with respect to pre-tax and after-tax contributions effective on their hire date. Eligibility with respect to employer matching and discretionary contributions occurs in the month following completion of one full year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | |||
The Plan is administered by the CA Savings Harvest Plan Committee (Plan Committee), which consists of employees of the Company. The trustee of the Plan is Fidelity Management Trust Company. | |||
(b) | Contributions | ||
Plan participants may elect to contribute a percentage of their base compensation ranging from 2% to 20%. Each participant may change this election at any time. | |||
To comply with the applicable Internal Revenue Code (IRC) provision, pre-tax contributions elected by any participant may not exceed $16,500 for the calendar year ended December 31, 2009 and $15,500 for the calendar year ended December 31, 2008. The Plan also allows participants age 50 and over to make an extra catch-up contribution on a pre-tax basis, which may not exceed $5,500 for the calendar year ended December 31, 2009 and $5,000 for the calendar year ended December 31, 2008. Participants may also contribute on an after-tax basis. | |||
For eligible participants, the Company makes a matching contribution to the Plan on behalf of each participant equal to 50% of such participants contribution up to a maximum of 2.5% of the participants base compensation (contributions are subject to certain IRC limitations). The matching contributions are allocated in the same manner as participant contributions. The total matching contribution for the plan year ended March 30, 2009 was $14,039,135, of which $1,300,211 was funded from plan forfeitures. The total matching contribution for the plan year ended March 30, 2008 was $13,925,913 of which $2,355,660 was funded from plan forfeitures. | |||
Effective March 31, 2008, the Plan was amended to provide for the addition of a non-leveraged employee stock ownership plan (ESOP) feature. The ESOP Stock Fund consists of the common stock of the company. | |||
In addition to its matching contribution, the Company may make a discretionary contribution to the Plan on behalf of eligible participants in an amount that the board of directors of the Company may, in its sole discretion, determine. The discretionary contribution for the plan year ended March 30, 2009 was $23,531,521, which was paid in the form of 1,343,890 shares of common stock of the Company. The discretionary contribution is allocated to each eligible participant who is an employee of the Company on March 30 of that year, generally in the same ratio that the participants base compensation for the plan year bears to the base compensation of all participants for such plan year. The discretionary contribution for the plan year ended March 30, 2009 was allocated directly to the ESOP Stock Fund and funded into each participants account on June 8, 2009. Subsequent to this initial allocation, the participants of the Plan have the ability to re-direct these investments into the other investment options. The discretionary contribution for the plan year ended March 30, 2008 was $18,252,918, which was paid in the form of 756,754 shares of common stock of the Company. | |||
A total restitution amount of $4,290,141 was allocated to the Plan during and shortly after the plan year that ended March 30, 2008 as part of the deferred prosecution agreement between the Company and the U.S. Attorneys office, which is detailed in note (6). |
5
(c) | Vesting | ||
Participants are immediately vested in their elective contributions. The matching and discretionary contributions made by the Company vest as follows as of March 31, 2008: |
Percent vested | After years of service | |
0%
|
Less than 1 | |
33% | 1 | |
66% | 2 | |
100% | 3 |
Percent vested with respect to portion of | ||||
Percent vested with respect to portion of | account attributable to matching and | |||
account attributable to matching and | discretionary contributions made for Plan | |||
discretionary contributions made for Plan | years beginning on or after March 31, | |||
years ending prior to March 31, 2002 | 2002 and prior to March 31, 2008 | After years of service | ||
0% | 0% | Less than 1 | ||
0% | 0% | 1 | ||
0% | 20% | 2 | ||
20% | 40% | 3 | ||
40% | 60% | 4 | ||
60% | 80% | 5 | ||
80% | 100% | 6 | ||
100% | 100% | 7 |
(d) | Participant Accounts |
(e) | Investment Options |
6
(f) | Payment of Benefits |
(g) | Participant Loans |
7
(h) | Administrative Expenses |
(i) | Forfeited Accounts |
(j) | ERISA Account |
(k) | Plan Termination |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation |
(b) | New Accounting Pronouncements |
8
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | |||
(c) | Investments Valuation and Income Recognition | ||
Investments in mutual funds and the ESOP Stock Fund are stated at fair value based upon quoted prices in published sources. Participant loans are shown at their amortized cost which approximates fair value using a discounted cash flow model. Commingled Pooled Funds (Collective Trusts) are stated at fair value based on the net asset value (NAV) of the publicly traded stocks and mutual funds that make up the pools investments. They are valued independently by the investment managers; however, the daily prices are not published in public sources similar to mutual funds. | |||
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest is recorded when earned. | |||
(d) | Payments of Benefits | ||
Benefits to participants or their beneficiaries are recorded when paid. | |||
(e) | Risks and Uncertainties | ||
The Plan may invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market, and/or credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits. At March 30, 2009 and 2008 approximately 11.60% and 10.86% respectively, of the Plans net assets were invested in the common stock of the Company. The underlying value of the common stock of the Company is entirely dependent upon the performance of the Company and the markets evaluation of such performance. | |||
The Plan invests indirectly in securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the markets perception of the issuers and changes in interest rates. | |||
(f) | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions. |
(3) | Investments | |
The following individual investments exceeded 5% of the Plans assets available for benefits at March 30, 2009 and 2008: |
2009 | 2008 | |||||||
Mutual funds: |
||||||||
Fidelity Retirement Money Market Portfolio |
$ | * | $ | 194,477,016 | ||||
Fidelity Institutional Money Market Portfolio |
206,484,799 | * | ||||||
Fidelity Puritan Fund |
51,231,451 | 78,424,323 | ||||||
Fidelity Intermediate Bond |
* | 54,390,428 | ||||||
PIMCO Total
Return Institutional Fund |
59,570,370 | * | ||||||
Spartan U.S. Equity Index Fund |
* | 73,017,447 | ||||||
Dodge and Cox Stock Fund |
* | 69,256,752 | ||||||
Fidelity Magellan Fund |
42,540,980 | 80,383,687 | ||||||
Fidelity Diversified International Fund |
66,242,013 | 142,179,798 | ||||||
Vanguard Institutional Index Fund |
45,466,816 | * | ||||||
ESOP Stock Fund |
90,540,277 | 108,344,259 |
* | Investment did not exceed 5% of the Plans Net Assets for this period. |
During the plan years ended March 30, 2009 and 2008, the Plans investments depreciated in value (including investments bought, sold, and held during the year) as follows: |
2009 | 2008 | |||||||
Mutual funds |
$ | (250,723,203 | ) | $ | (118,715,548 | ) | ||
Common Collective Trusts |
(24,572,686 | ) | | |||||
ESOP Stock
Fund |
(28,118,336 | ) | (16,146,931 | ) | ||||
$ | (303,414,225 | ) | $ | (134,862,479 | ) | |||
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The following table sets forth by level, within the fair value hierarchy, the Plans investments at fair value measured on a recurring basis as of March 30, 2009: |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 602,512,772 | $ | | $ | | $ | 602,512,772 | ||||||||
Common stocks |
90,540,277 | | | 90,540,277 | ||||||||||||
Common collective trusts |
| 46,917,345 | | 46,917,345 | ||||||||||||
Participant loans |
| | 14,149,790 | 14,149,790 | ||||||||||||
Total
investments at fair value |
$ | 693,053,049 | $ | 46,917,345 | $ | 14,149,790 | $ | 754,120,184 | ||||||||
| Quoted prices for similar assets or liabilities in active markets; | ||
| Quoted prices for identical or similar assets or liabilities in inactive markets; | ||
| Inputs other than quoted prices that are observable for the asset or liability; | ||
| Inputs that are derived principally from corroborated by observable market data by correlation or other means. |
The table below sets forth a summary of changes in the fair value of the Plans Level 3 assets for the year ended March 30, 2009: |
Participant loans | ||||
Balance, beginning of year |
$ | 13,932,075 | ||
Realized gains/(losses) |
| |||
Unrealized gains/(losses) |
| |||
Purchases, sales, issuances, and settlements |
217,715 | |||
Balance, end of year |
$ | 14,149,790 | ||
(4) | Related-Party Transactions | |
Certain plan investments are shares of mutual funds managed by Fidelity Investments, an affiliate of Fidelity Management Trust Company (FMTC). Certain other plan investments are units of commingled pools (common collective trusts) managed by Pyramis Global Advisors Trust Company (PGATC), a wholly owned subsidiary of FMTC. Investment management fees and costs of administering the mutual funds and collective trusts are paid to Fidelity Investments from the mutual funds and to PGATC from the collective trusts and are reflected in the net appreciation/depreciation of the mutual funds and commingled pools. FMTC is the trustee as defined by the Plan and a party-in-interest with respect to the Plan. Fees paid by the Plan to FMTC were $396,931 and $302,330 for the plan years ended March 30, 2009 and 2008, respectively, and include participant fees and recordkeeping and administrative costs. Of the $396,931 paid to FMTC, $28,952 was paid from plan forfeitures, $148,642 was paid from participant accounts, and $219,337 was paid from the ERISA Account (see note (1)(j) for a description of the ERISA Account). The Plan also holds shares of common stock of the Company, the Plan Sponsor, and is a party-in-interest with respect to the Plan. All transactions with Fidelity Investments and the Plan Sponsor are covered by an exemption from the prohibited transaction provisions of ERISA and the IRC. | ||
(5) | Tax Status | |
The Internal Revenue Service has determined and informed the Company in a letter dated March 12, 2004, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan committee and the Plans tax counsel believe that the Plan is designed and is currently being operated in material compliance with the applicable provisions of the IRC. | ||
(6) | Litigation | |
Stockholder Class Action and Derivative Lawsuits Filed Prior to 2004 Background | ||
The Company, its former Chairman and CEO Charles B. Wang, its former Chairman and CEO Sanjay Kumar, its former Chief Financial Officer Ira Zar, and its Vice Chairman and Founder Russell M. Artzt were defendants in one or more stockholder class action lawsuits filed in July 1998, February 2002, and March 2002 in the United States District Court for the Eastern District of New York (the Federal Court), alleging, among other things, that a class consisting of all persons who purchased the Companys |
10
Common Stock during the period from January 20, 1998 until July 22, 1998 were harmed by misleading statements, misrepresentations, and omissions regarding the Companys future financial performance. | ||
In addition, in May 2003, a class action lawsuit captioned John A. Ambler v. Computer Associates International, Inc., et al. was filed in the Federal Court. The complaint in this matter, a purported class action on behalf of the CA Savings Harvest Plan (the CASH Plan) and the participants in, and beneficiaries of, the CASH Plan for a class period from March 30, 1998 through May 30, 2003, asserted claims of breach of fiduciary duty under the federal Employee Retirement Income Security Act (ERISA). The named defendants were the Company, the Companys Board of Directors, the CASH Plan, the Administrative Committee of the CASH Plan, and the following current or former employees and/or former directors of the Company: Messrs. Wang, Kumar, Zar, Artzt, Peter A. Schwartz (the Companys former Chief Financial Officer), and Charles P. McWade (the Companys former head of Financial Reporting and business development); and various unidentified alleged fiduciaries of the CASH Plan. The complaint alleged that the defendants breached their fiduciary duties by causing the CASH Plan to invest in Company securities and sought damages in an unspecified amount. | ||
A stockholder derivative lawsuit was filed by Charles Federman against certain current and former directors of the Company, based on essentially the same allegations as those contained in the February and March 2002 stockholder lawsuits discussed above. This action was commenced in April 2002 in the Delaware Chancery Court, and an amended complaint was filed in November 2002. The defendants named in the amended complaint were former Company directors The Honorable Alfonse M. DAmato, Shirley Strum Kenny and Messrs. Wang, Kumar, Artzt, Willem de Vogel, Richard Grasso, Roel Pieper, and Lewis S. Ranieri. The Company was named as a nominal defendant. The derivative suit alleged breach of fiduciary duties on the part of all the individual defendants and, as against the former management director defendants, insider trading on the basis of allegedly misappropriated confidential, material information. The amended complaint sought an accounting and recovery on behalf of the Company of an unspecified amount of damages, including recovery of the profits allegedly realized from the sale of Common Stock. | ||
On August 25, 2003, the Company announced the settlement of the above-described class action lawsuits against the Company and certain of its present and former officers and directors, alleging misleading statements, misrepresentations, and omissions regarding the Companys financial performance, as well as breaches of fiduciary duty. At the same time, the Company also announced the settlement of a derivative lawsuit, in which the Company was named as a nominal defendant, filed against certain present and former officers and directors of the Company, alleging breaches of fiduciary duty and, against certain management directors, insider trading, as well as the settlement of an additional derivative action filed by Charles Federman that had been pending in the Federal Court. As part of the class action settlement, which was approved by the Federal Court in December 2003, the Company agreed to issue a total of up to 5.7 million shares of Common Stock to the stockholders represented in the three class action lawsuits, including payment of attorneys fees. The Company has completed the issuance of the settlement shares as well as payment of $3.3 million to the plaintiffs attorneys in legal fees and related expenses. | ||
In settling the derivative suits, which settlement was approved by the Federal Court in December 2003, the Company committed to maintain certain corporate governance practices. Under the settlement, the Company, the individual defendants and all other current and former officers and directors of the Company were released from any potential claim by stockholders arising from accounting-related or other public statements made by the Company or its agents from January 1998 through February 2002 (and from March 11, 1998 through May 2003 in the case of the employee ERISA action). The individual defendants were released from any potential claim by or on behalf of the Company relating to the same matters. | ||
On October 5, 2004 and December 9, 2004, four purported Company stockholders served motions to vacate the Order of Final Judgment and Dismissal entered by the Federal Court in December 2003 in connection with the settlement of the derivative action. These motions primarily sought to void the releases that were granted to the individual defendants under the settlement. On December 7, 2004, a motion to vacate the Order of Final Judgment and Dismissal entered by the Federal Court in December 2003 in connection with the settlement of the 1998 and 2002 stockholder lawsuits discussed above (together with the October 5, 2004 and December 9, 2004 motions, the 60(b) Motions) was filed by Sam Wyly and certain related parties (the Wyly Litigants). The motion sought to reopen the settlement to permit the moving stockholders to pursue individual claims against certain present and former officers of the Company. The motion stated that the moving stockholders did not seek to file claims against the Company. |
11
Derivative Actions Filed in 2004 | ||
In June and July 2004, three purported derivative actions were filed in the Federal Court by
Ranger Governance, Ltd. (Ranger), Bert Vladimir and Irving Rosenzweig against certain current or
former employees and/or directors of the Company (the Derivative Actions). In November 2004, the
Federal Court issued an order consolidating the Derivative Actions. The plaintiffs filed a
consolidated amended complaint (the Consolidated Complaint) on January 7, 2005. The Consolidated
Complaint names as defendants Messrs. Wang, Kumar, Zar, McWade, Schwartz, de Vogel, Grasso,
Pieper, Artzt, DAmato, and Ranieri, Stephen Richards, Steven Woghin, David Kaplan, David
Rivard, Lloyd Silverstein, Michael A. McElroy, Gary Fernandes, Robert E. La Blanc, Jay W.
Lorsch, Kenneth Cron, Walter P. Schuetze, KPMG LLP, and Ernst & Young LLP. The Company is named
as a nominal defendant. The Consolidated Complaint seeks from one or more of the defendants (1)
contribution towards the consideration the Company had previously agreed to provide current and
former stockholders in settlement of certain class action litigation commenced against the
Company and certain officers and directors in 1998 and 2002 (see Stockholder Class Action
and Derivative Lawsuits Filed Prior to 2004 Background), (2) compensatory and consequential
damages in an amount not less than $500 million in connection with the investigations giving
rise to the Deferred Prosecution Agreement (DPA) entered into between the Company and the United
States Attorneys Office (USAO) in 2004 and a consent to enter into a final judgment (Consent
Judgment) in a parallel proceeding brought by the Securities and Exchange Commission (SEC)
regarding certain of the Companys past accounting practices, including its revenue recognition
policies and procedures during certain periods prior to the adoption of the Companys new
business model in October 2000. (In May 2007, based upon the Companys compliance with the
terms of the DPA, the Federal Court ordered dismissal of the charges that had been filed against
the Company in connection with the DPA, and the DPA expired. The injunctive provisions of the
Consent Judgment permanently enjoining the Company from violating certain provisions of the
federal securities laws remain in effect.), (3) unspecified relief for violations of Section
14(a) of the Exchange Act for alleged false and material misstatements made in the Companys
proxy statements issued in 2002 and 2003, (4) relief for alleged breach of fiduciary duty, (5)
unspecified compensatory, consequential and punitive damages based upon allegations of corporate
waste and fraud, (6) unspecified damages for breach of duty of reasonable care, (7) restitution
and rescission of the compensation earned under the Companys executive compensation plan and
(8) pursuant to Section 304 of the Sarbanes-Oxley Act, reimbursement of bonus or other
incentive-based equity compensation and alleged profits realized from sales of securities issued
by the Company. Although no relief is sought from the Company, the Consolidated Complaint seeks
monetary damages, both compensatory and consequential, from the other defendants, including
current or former employees and/or directors of the Company, Ernst & Young LLP and KPMG LLP in
an amount totaling not less than $500 million. On February 1, 2005, the Company established a Special Litigation Committee of independent members of its Board of Directors to, among other things, control and determine the Companys response to the Derivative Actions and the 60(b) Motions. On April 13, 2007, the Special Litigation Committee issued its reports, which announced the Special Litigation Committees conclusions, determinations, recommendations and actions with respect to the claims asserted in the Derivative Actions and the 60(b) Motions. The Special Litigation Committee also served a motion which seeks to dismiss and realign the claims and parties in accordance with the Special Litigation Committees recommendations. As summarized below, the Special Litigation Committee concluded as follows: |
| The Special Litigation Committee has concluded that it would be in the best interests of the Company to pursue certain of the claims against Messrs. Wang and Schwartz. | ||
| The Special Litigation Committee has concluded that it would be in the best interests of the Company to pursue certain of the claims against the former Company executives who have pled guilty to various charges of securities fraud and/or obstruction of justice including Messrs. Kaplan, Richards, Rivard, Silverstein, Woghin and Zar. The Special Litigation Committee has determined and directed that these claims be pursued by the Company using counsel retained by the Company, unless the Special Litigation Committee is able to successfully conclude its ongoing settlement negotiations with these individuals. | ||
| The Special Litigation Committee has reached a settlement (subject to court approval) with Messrs. Kumar, McWade and Artzt. | ||
| The Special Litigation Committee believes that the claims (the Director Claims) against current and former Company directors Messrs. Cron, DAmato, de Vogel, Fernandes, Grasso, La Blanc, Lorsch, Pieper, Ranieri and Schuetze, Ms. Kenny, and Alex Vieux should be dismissed. The Special Litigation Committee has concluded that these directors did not breach their fiduciary duties and the claims against them lack merit. | ||
| The Special Litigation Committee has concluded that it would be in the best interests of the
Company to seek dismissal of the claims against Ernst & Young LLP, KPMG LLP and Mr. McElroy.
The Special Litigation Committee has served a motion which seeks dismissal of the Director Claims, the claims against Ernst & Young LLP, KPMG LLP and Mr. McElroy, and certain other claims. In addition, the Special Litigation Committee has asked for the Federal Courts approval for the Company to be realigned as the plaintiff with respect to claims against certain other parties, including Messrs. Wang and Schwartz. |
12
Current Procedural Status of Stockholder Class Action and Derivative Lawsuits Filed Prior to 2004 and Derivative Actions Filed in 2004 | ||
By letter dated July 19, 2007, counsel for the Special Litigation Committee advised the Federal
Court that the Special Litigation Committee had reached a settlement of the Derivative Actions
with two of the three derivative plaintiffs Bert Vladimir and Irving Rosenzweig. In
connection with the settlement, both of these plaintiffs have agreed to support the Special
Litigation Committees motion to dismiss and to realign. The Company has agreed to pay the
attorneys fees of Messrs. Vladimir and Rosenzweig in an amount up to $525,000 each. If
finalized, this settlement would require approval of the Federal Court. On July 23, 2007, Ranger
filed a letter with the Federal Court objecting to the proposed settlement. On October 29, 2007,
the Federal Court denied the Special Litigation Committees motion to dismiss and realign,
without prejudice to renewing the motion after a decision by the appellate court regarding the
Federal Courts decisions concerning the 60(b) Motions. In a memorandum and order dated August 2, 2007, the Federal Court denied all of the 60(b) Motions and reaffirmed the 2003 settlements (the August 2 decision). On August 24, 2007, Ranger and the Wyly Litigants filed notices of appeal of the August 2 decision. On August 16, 2007, the Special Litigation Committee filed a motion to amend or clarify the August 2 decision, and the Company joined that motion. On September 12, 2007 and October 4, 2007, the Federal Court issued opinions denying the motions to amend or clarify. On September 18, 2007, the Wyly Litigants and Ranger filed notices of appeal of the September 12 decision. The Company filed notices of cross-appeal of the September 12 and October 4 decisions on November 2, 2007. Oral argument on the appeals and cross-appeals occurred on March 11, 2009. On July 23, 2009 the United States Court of Appeals for the Second Circuit issued a summary order affirming the August 2, September 12 and October 4, 2007 decisions of the Federal Court references above. The summary order also acknowledged that the Ranger Governance litigation that was part of the 2004 Derivative Actions was not before the Second Circuit and, therefore, the Company could renew its motion to dismiss and realign that had been dismissed without prejudice in the October 29, 2007 decision referenced above. |
||
The Company, various subsidiaries, and certain current and former officers have been named as defendants in various other lawsuits and claims arising in the normal course of business. The Company believes that it has meritorious defenses in connection with such lawsuits and claims, and intends to vigorously contest each of them. In the opinion of the Companys management, the results of these other lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on the Companys financial position, results of operations, or cash flows, although the impact could be material to any individual reporting period. | ||
(7) | Subsequent Events |
(a) | Fund Changes | ||
Effective August 3, 2009, the Plan Committee replaced the Fidelity Magellan Fund with the Fidelity Contra Fund as an available investment fund option. |
13
Identity of issuer, | Description of investment including | |||||
borrower, lessor or | maturity date, rate of interest, collateral, | Current | ||||
similar party | par, or maturity value | value | ||||
Vanguard | Vanguard Institutional Index Fund, 631,220.540 shares |
$ | 45,466,816 | |||
PIMCO | PIMCO Total Return Institutional Fund, 5,886,400.185 shares |
59,570,370 | ||||
Dodge and Cox | Dodge and Cox Stock Fund, 601,680.835 shares |
37,388,447 | ||||
Artisan | Artisan Mid Cap Fund, 1,613,024.251 shares |
27,679,496 | ||||
Artisan | Artisan Mid Cap Value Fund, 1,476,410.966 shares |
17,347,829 | ||||
American Funds | American
Funds Growth Fund of America R5, 1,157,811.221 shares |
22,461,538 | ||||
American Beacon | American Beacon Small Cap Value Fund, 693,988.924 shares |
6,835,791 | ||||
* Pyramis | Pyramis
Large Cap Core Commingled Pool |
26,463,894 | ||||
* Fidelity Investments | Fidelity Puritan Fund, 4,141,588,565 shares |
51,231,451 | ||||
* Fidelity Investments | Fidelity Magellan Fund, 969,705.49 shares |
42,540,980 | ||||
* Fidelity Investments | Fidelity
Institutional Money Market Portfolio, 206,484,798.500 shares |
206,484,799 | ||||
* Fidelity Investments | Fidelity Low Priced Stock Fund, 409,299.912 shares |
8,623,949 | ||||
* Fidelity Investments | Fidelity Diversified International Fund, 3,580,649.348 shares |
66,242,013 | ||||
* Fidelity Investments | Fidelity Small Cap Stock Fund, 1,170,439.321 shares |
10,639,293 | ||||
* Pyramis | Pyramis Index Lifecycle 2000 Commingled Pool, 9,788.046 units |
84,667 | ||||
* Pyramis | Pyramis Index Lifecycle 2005 Commingled Pool, 10,761.982 units |
84,374 | ||||
* Pyramis | Pyramis Index Lifecycle 2010 Commingled Pool, 134,921.792 units |
1,036,199 | ||||
* Pyramis | Pyramis Index Lifecycle 2015 Commingled Pool, 424,640.994 units |
3,167,822 | ||||
* Pyramis | Pyramis Index Lifecycle 2020 Commingled Pool, 442,622.069 units |
3,009,830 | ||||
* Pyramis | Pyramis Index Lifecycle 2025 Commingled Pool, 757,805.320 units |
5,031,827 | ||||
* Pyramis | Pyramis Index Lifecycle 2030 Commingled Pool, 470,832.819 units |
2,886,205 | ||||
* Pyramis | Pyramis Index Lifecycle 2035 Commingled Pool, 414,695.792 units |
2,500,616 | ||||
* Pyramis | Pyramis Index Lifecycle 2040 Commingled Pool, 298,971.588 units |
1,766,922 | ||||
* Pyramis | Pyramis Index Lifecycle 2045 Commingled Pool, 122,495.446 units |
722,723 | ||||
* Pyramis | Pyramis Index Lifecycle 2050 Commingled Pool, 28,220.250 units |
162,266 | ||||
* CA, Inc. | ESOP Stock Fund (CA stock) 5,219,630.951 shares |
90,540,277 | ||||
* Plan participants | 1,415 Loans to participants with interest rates ranging from
4.25% to 10.5% and terms from 1 year to 20 years |
14,149,790 | ||||
Total |
$ | 754,120,184 | ||||
* | Party-in-interest as defined by ERISA |
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CA SAVINGS HARVEST PLAN |
||||
By: | /s/ James H. Hodge | |||
Senior Vice President and Treasurer | ||||
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