CA Technologies
CA, INC. (Form: 10-K, Received: 05/19/2014 16:05:02)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
 
ü
Annual Report Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
For the fiscal year ended March 31, 2014
 
OR
 
Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission file number 1-9247
CA, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
13-2857434
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
520 Madison Avenue,
New York, New York
 

10022
(Address of Principal Executive Offices)
 
(Zip Code)
1-800-225-5224
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
 
(Name of each exchange on which registered)
Common stock, par value $0.10 per share
Stock Purchase Rights Preferred Stock, Class A
 
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes     ü     No         
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes          No    ü    
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     ü     No         
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes     ü     No         
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ü    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer     ü     Accelerated filer          Non-accelerated filer          Smaller reporting company         
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes           No    ü    
The aggregate market value of the common stock held by non-affiliates of the registrant as of September 30, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $9.5 billion based on the closing price of $29.67 on the NASDAQ Stock Market LLC on that date.
The number of shares of each of the registrant’s classes of common stock outstanding at May 9, 2014 was 442,940,618 shares of common stock, par value $0.10 per share.
Documents Incorporated by Reference:
Part III: Portions of the Proxy Statement to be issued in conjunction with the registrant’s 2014 Annual Meeting of Stockholders.


Table of Contents


CA, Inc.
Table of Contents
Part I
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Part II
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Part III
 
 
 
 
 
 
 
 
 
 
 
 
 
Part IV
 
 
 
 
 


2


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 relating to the future are intended to identify forward-looking information. Forward-looking information includes, for example, the statements relating to the future made under the caption “Management's Discussion and Analysis of Financial Condition and Results of Operations” under Item 7, but also statements relating to the future that appear 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, targeted or similarly identified. 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 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. All other trademarks, trade names, service marks and logos referenced herein belong to their respective companies.
References in this Form 10-K to fiscal 2014 , fiscal 2013 , fiscal 2012 and fiscal 2011 , etc. are to our fiscal years ended on March 31, 2014 , 2013 , 2012 and 2011 , etc., respectively.



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Part I

Item 1. Business.
(a) General Development of Business
Overview
CA Technologies is one of the world’s leading providers of information technology (IT) management software and solutions. Our solutions help organizations of all sizes develop, manage, and secure complex IT environments that increase productivity and enhance the competitiveness in their businesses. We do this across a wide range of environments such as mainframe, distributed, cloud, and mobile. The majority of the Global Fortune 500 relies on us to help manage their IT environments.
Fiscal 2014 Business Developments and Highlights
The following are significant developments and highlights relating to our business during fiscal 2014 :
In March 2014, we opened a new center in Bangalore that will focus on organic innovation and developing differentiated, next generation solutions in emerging technologies like mobility, digital payments, big data, data science analytics and advanced analytics.
In March 2014, we entered into a definitive agreement to divest our CA ERwin Data Modeling solution assets. The transaction continued to rationalize our portfolio and further sharpens our focus on core capabilities, such as Management Cloud, application development and IT operations (DevOps) and Security across mainframe, distributed, cloud and mobile environments.
In February 2014, we launched the CA Management Cloud for Mobility, a comprehensive portfolio of solutions to help enterprises of all sizes manage and secure their devices, content and applications.
In December 2013, we launched a global marketing campaign “CA at the Center” to promote interest in CA Technologies and to showcase the innovation and capability we are delivering to businesses around the world.
In November 2013, we announced the general availability of Cloud Storage for Systems z, a technology designed to help customers drive down the cost of storing data processed on IBM System z by backing up the data and archiving it to the cloud.
In October 2013, we announced the availability of CA Nimsoft Monitor Snap a free, feature-rich version of our CA Nimsoft Monitor solution.
In October 2013, we opened our CA Silicon Valley Technology Center in Santa Clara, California. This Center consolidates various research and development capabilities and increases our focus on emerging technologies, including cloud, Software-as-a-Service (SaaS), mobility and big data.
In August 2013, we issued $250 million of 2.875% Senior Notes due August 2018 and $250 million of 4.500% Senior Notes due August 2023 for an aggregate principal amount of $500 million. We intend to use the net proceeds of the offering for general corporate purposes, which may include the repayment of our 6.125% Senior Notes due December 2014.
In June 2013, we acquired Layer 7 Technologies (Layer 7), a leading provider of Application Programming Interface (API) management and security. Layer 7 complements CA Technologies’ current Identity and Access Management suite, including CA SiteMinder®, and our technologies focused on DevOps, including the CA LISA® suite.
Also, during fiscal 2014 our Board of Directors approved a rebalancing plan (the “Fiscal 2014 Plan”) to better align our business priorities. The Fiscal 2014 Plan comprises the termination of approximately 1,800 employees and global facilities consolidations (including severance costs of approximately $168 million and global facilities consolidation costs of approximately $22 million). We intend to fill a majority of the positions involved in the Fiscal 2014 Plan with new employees that have skills to enable us to better focus our resources on priority products and market segments. The Fiscal 2014 Plan includes streamlining our sales structure to eliminate redundancies while maintaining our focus on customers. As part of the Fiscal 2014 Plan, we have consolidated our development sites into development hubs to promote collaboration and agile development. Severance and facility consolidation actions under the Fiscal 2014 Plan had been substantially completed by the end of fiscal 2014.
We made the following changes to our executive officers:
In May 2014, Amit Chatterjee was named Executive Vice President, Enterprise Solutions and Technology Group. 
In January 2014, Adam Elster was named Executive Vice President and Group Executive, Worldwide Sales and Services.
In August 2013, Lauren P. Flaherty was named Executive Vice President and Chief Marketing Officer.

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(b) Financial Information About Segments
The internal reporting used by our Chief Executive Officer for evaluating segment performance and allocating resources is based on the disaggregation of our operations into three operating segments: Mainframe Solutions, Enterprise Solutions and Services.
Our Mainframe Solutions and Enterprise Solutions segments comprise our software business organized by the nature of our software offerings and the platform on which the products operate. Our Mainframe Solutions segment products help customers and partners transform mainframe management, gain more value from existing technology and extend mainframe capabilities. Our Enterprise Solutions segment consists of various product offerings, including: DevOps, which helps customers unite application development and IT operations; Management Cloud, where we help customers optimize investments, projects, resources and processes; and Security, which includes identity and access management. The Services segment comprises product implementation, consulting, customer education and customer training. These services include those directly related to our mainframe solutions and enterprise solutions.
Refer to Note 17, “Segment and Geographic Information,” in the Notes to the Consolidated Financial Statements for financial data pertaining to our segment and geographic operations.
(c) Narrative Description of the Business
Business Strategy
Software is powering a major transformation of businesses worldwide, in every industry. New applications are changing business models and organizations are looking to IT to gain a competitive edge through faster delivery of products and services, new customer acquisition, and agile responses to market change.
Our objective is to be the world’s leading independent software provider for IT management and security solutions to help organizations and enterprises develop, manage, and secure modern IT architectures, across mainframe, distributed, mobile and cloud environments. To accomplish this, key elements of our strategy include:
Innovating in key product areas to extend our market leadership and differentiation. Our product development strategy is built around three key growth areas, where we are focused on innovating and delivering differentiated products and solutions: DevOps, Management Cloud, and Security across multiple platforms. We innovate and build products to help customers manage and transform their businesses in an increasingly software- and new application-driven economy and business environment. First, we will enable businesses to accelerate and automate the continuous delivery of next-generation applications by delivering a highly differentiated DevOps suite including Application Delivery, Application Performance Management and Infrastructure Management solutions. Second, we will connect operational IT to strategic business outcomes and manage the business side of IT through greater analytics and insight from our Management Cloud offerings such as Project and Portfolio Management, IT Service Management and IT Financial Management. Finally, we will advance our security leadership with solutions that address the increasing challenges of composite application architectures through Identity and Access Management, Data-centric Security and API Management.
Addressing shifts in market dynamics and technology. We will innovate to deliver new differentiated solutions that enable our customers to manage the challenges and capture the opportunities of disruptive technologies such as the ability to harvest big data, the shift to software-defined IT, the proliferation of mobile technologies, social access (or social credentials) authentication, and the always on, ubiquitously connected “Internet of Things.” We will continue to align our sales, marketing and development spending with the areas that maximize our return on investment.
Accelerating growth in our global customer base. We are focused on maintaining strong relationships with our core, large enterprise customer base, and will proactively target growth with these customers as well as new large enterprises we do not currently serve. In parallel, we are broadening our customer base to new buyer segments beyond the customer’s Chief Information Officer and IT department and increasingly to geographic regions we have underserved. We are making adjustments to our sales, service and marketing resources to reach these customers and respond to changes in customer buying behaviors, such as the need for solutions that are simple and cost-effective to buy, install, deploy, manage and secure.
Pursuing new business models and expanded routes to market. While our traditional on-premise software delivery remains core to our enterprise customers, we see SaaS and managed services as increasingly attractive for our customers. This simplifies their decision-making and accelerates the value they can derive from new solution investments. This delivery model allows us to extend our market reach, speed adoption of our solutions, improve our efficiencies, and compete more effectively for a larger number of customers globally.

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Business Organization
We have a broad and deep portfolio of software solutions with which to execute our business strategy. We organize our offerings in Mainframe Solutions, Enterprise Solutions and Services operating segments.
Mainframe Solutions products are designed mainly for the IBM System z mainframe platform, which runs many of our largest customers' mission-critical applications. We help customers seamlessly manage their mainframe as part of their evolving data center through flexible management approaches, cross-platform visibility and workload portability. Our Mainframe Solutions products span across several product areas such as systems management, automation, application development, database management and security. We are driving new innovation by investing in technologies, such as CA Chorus™, that dramatically simplify mainframe management to increase the efficiency of the customer’s current staff and enable a new generation of IT staff to assume responsibility for their mainframe environments. New innovative offerings, such as CA Cloud Storage for System z, help customers unite the mainframe and cloud to drive down costs and deliver the efficiency, flexibility and reliability they need to address the growing demands of their dynamic data centers now and in the future.
Enterprise Solutions products operate on non-mainframe platforms and include our DevOps, Management Cloud, and Security product groups.
DevOps includes application delivery, application performance management, and infrastructure management.
Application Delivery is based on service virtualization, which is a technology that allows customers to develop and test applications by simulating different environments and conditions to resolve software defects and performance issues earlier, lower development costs and deliver business services faster with superior quality. Our CA LISA®Suite provides service virtualization solutions for developing applications in composite and cloud environments. Complementary to CA LISA® Suite, our CA LISA® Release Automation (Nolio) solution provides the ability to move application software efficiently and reliably through the development process and into production across different IT environments spanning physical, virtual and cloud.
Application Performance Management (APM) solutions help organizations ensure quality of service and quality of experience for critical business applications to maximize revenue, end-user productivity and customer satisfaction. CA APM allows users to monitor, analyze, and report on transactions throughout their IT environment-whether physical, virtual, mobile or cloud-so that they can quickly identify issues and resolve problems before they disrupt critical services. 
Infrastructure Management solutions monitor the performance and capacity of most aspects of a company’s IT environment, including the performance of servers, switches, routers, and electricity usage. Our solutions scale to meet the needs of some of the largest telecommunications companies, financial services companies and governments in the world. In addition we offer lighter weight solutions designed for medium-size customers and departmental use cases.
Management Cloud includes our IT Business Management (ITBM) solutions which help customers optimize their investments, projects, resources and processes. ITBM comprises core project and portfolio management and service management applications that are delivered both through SaaS and on premise. For example, with our market-leading CA Clarity™ Project & Portfolio Management, we help customers improve technology investment decision-making, optimize their resources and execute projects at a higher value and with less risk. CA Service Management solutions help organizations improve service quality and end-user productivity by automating service requests, improving operational processes, and mitigating software compliance risk. Management Cloud also includes Enterprise Mobility Management Solutions, which address the challenges presented by the management of mobile devices, applications, content and emails within an enterprise.
Security (Identity and Access Management) delivers identity-centric security solutions to meet the needs of today’s mobile, cloud-connected, open enterprise. We provide a broad suite of identity and access management, API security and management, and data protection solutions that give our customers the ability to centrally manage and control access to applications and data, in both on-premise and cloud deployments, and across Web, mobile, and API channels. Our security solutions can control identities and access throughout the entire interaction - from the device to the data center. This enables us to provide a complete, end-to-end, multi-channel security solution.
Services helps customers reach their IT and business goals by enabling the rapid implementation and adoption of our mainframe solutions and enterprise solutions. Our professional services team consists of experienced professionals who provide a variety of services, such as consulting, implementation, run-and-operate, education and support services, to both commercial and government customers. With 1,300 certified consultants, architects, and project managers located in 28 countries and an extensive partner ecosystem, CA Services works with customers to navigate complex business and technology challenges and deliver the services that best meet customer goals throughout the entire solution lifecycle.

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Seasonality
Some of our business results are seasonal, including software license transactions and cash flow from operations. These business results typically increase during each consecutive quarter of our fiscal year, with the fourth quarter typically having the highest results.
Customers
Our traditional core customers generally consist of large enterprises that have computing environments from multiple vendors and are highly complex. We currently serve customers across most major industries worldwide, including banks, insurance companies, other financial services providers, government agencies, global service providers, telecommunication providers, manufacturers, technology companies, retailers, educational organizations and health care institutions.
No single customer accounted for 10% or more of our total revenue for fiscal 2014, 2013 or 2012. Approximately 9% of our total revenue backlog at March 31, 2014, is associated with multi-year contracts signed with the U.S. federal government and other U.S. state and local government agencies which are generally subject to: annual fiscal funding approval; renegotiation or termination at the discretion of the government; or both.
Sales and Marketing
We offer our solutions through our direct sales force and indirectly through our partners. We remain focused on strengthening relationships with our core customers--which we refer to as our “Platinum” customers, consisting of our top 500 accounts--through product leadership, account management, and a differentiated customer experience. We believe enhanced relationships in our traditional customer base of large enterprises with multi-year enterprise license agreements will drive renewals and provide opportunities to increase account penetration that will help to drive revenue growth.
At the same time, we continue to dedicate sales resources and deploy additional solutions to address opportunities to sell to new enterprises and to expand our relationship with existing non-core customers--which we refer to as our “Named” customers. In addition to this dedication of additional sales resources, we will service some of these customers through partners. We believe we can grow our business and increase market share by delivering differentiated technology and collaborating with partners to leverage their relationships, market reach and implementation capacity. We are deploying new routes to market, and simplifying the buying and deployment process for our customers.
This customer focus allows us to better align marketing and sales resources with how customers want to buy. We have also implemented broad-based business initiatives to drive accountability for sales execution.
We are putting in place important new marketing capabilities, including analytics and tools that help us more effectively target customers, generate leads and measure campaign and program performance. We are focused on driving awareness and consideration of CA Technologies products to expand our addressable market opportunity beyond our traditional core existing large customer base.
Work is underway to deploy an updated global branding and marketing program for CA Technologies to significantly enhance our connection with new and existing customers, introduce the market to new areas of our capability and contribute directly to business growth and new customer acquisitions. Marketing efforts are key to our ability to expand our customer base, reach new segments and grow in key global markets.
Our sales organization operates globally. We operate through branches, subsidiaries and partners around the world. Approximately 41% of our revenue in fiscal 2014 was from operations outside of the United States. At March 31, 2014 and 2013, we had approximately 2,800 and 3,300 sales and sales support personnel, respectively.
Partners
To reach new customers we continue to expand our go-to-market business model and partner relationships. Our partner strategy aligns our sales and technical resources with a variety of types of business partners to address specific market segments and buyer preferences.
We work with several types of partners:
Technology partners help us ensure that our software remains compatible with complementary hardware and software, and help us adapt and respond to the emergence of new technologies and trends.
We also work with global systems integrators who offer our software and solutions in their business practices and leverage their process design, planning and vertical expertise to provide holistic solutions and implementation services for our customers. Regional solution providers have sales and implementation resources to deliver and support IT solutions and have local market knowledge.

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For customers of all sizes who prefer to buy IT Management-as-a-Service rather than through a traditional licensed software model, we have tailored our technology solutions and partner strategies to enable a large cross-section of service providers to deliver IT Management-as-a-Service. These service provider partners range from the largest global IT outsourcing and telecommunications firms to regional and local infrastructure service and managed service providers. Service providers are both buyers of technology and “sell through” partners to buyers of IT Management-as-a-Service.
Due to rapid advances in technology capabilities, buyer preferences and competitive dynamics, we are consolidating and aligning partner strategies, program offerings and recruitment and enablement activities to enhance our relationships with partners.
In certain non-U.S. locations, including the Asia-Pacific and Japan region, our primary routes to market are value-added distributors and volume partners. In other non-U.S. locations, principally Eastern Europe, the Middle East and Africa, we use a franchise model with representatives, who represent our interests in a particular geography on an exclusive basis.
Customer Success
The global Support and Customer Success teams guide customers throughout their relationship lifecycle with CA Technologies. CA Support engineers share their expertise to answer questions and resolve post-sale technical issues to help customers achieve maximum uptime. The Customer Success team partners with our customers to understand their business challenges and help maximize the value of their investments. The Customer Success team also helps to facilitate internal alignment - among Professional Services, Education, Support, Development and Partners - to drive the adoption of best practices and ensure customers deploy our solutions quickly and effectively to realize the maximum return in minimal time.
Our online communities provide customers the opportunity to interact with other customers, partners and CA Technologies experts. We have more than 50,000 community members in over 40 communities who network, ask and answer questions, and share knowledge about our solutions. Through our communities, customers also provide input and receive feedback about our products and strategic direction. This growing channel of engagement between our customers and technology leaders is key to ensuring mutual long-term success.
Research and Development
We have approximately 5,800 employees globally who design, develop and support CA Technologies software. In 2014, we consolidated our research and development centers into fewer hubs to maximize our effectiveness and accelerate the innovation lifecycle. We now operate principal research and development centers in Islandia, New York; Framingham, Massachusetts; Santa Clara, California; Prague, Czech Republic; and Hyderabad and Bangalore, India.
In fiscal 2014, research and development focused on three main areas: leveraging technological advances and market forces to ensure our products continue to be market leading; adapting our products to modern expectations of usability; and increasing stability in our broadly deployed products so that we could generate capacity to focus on innovation initiatives.
We continue to make significant advances in SaaS, mobility and DevOps and have embraced the SaaS model across several of our product lines, including security, IT business management, mobility and monitoring. We also made strides toward a SaaS-first development philosophy by building a SaaS platform that makes it easier for new solutions to be built. In addition, we unveiled the Management Cloud for Mobility, which encompasses a comprehensive Enterprise Mobility Management solution.
Our research and development activities also include a number of efforts to support our technical community in its pursuit of leading solutions for customers. We continue to use CA Technologies Labs and CA University Relations to strengthen our relationships with research communities by working with academia, professional associations, industry standards bodies, customers and partners to explore novel products and emerging technologies. The CA Council for Technical Excellence leads innovative projects designed to promote communication, collaboration and synergy throughout our global technical community. The CA Architecture Board helps us ensure a strong central architecture that supports our business strategy, and our Distinguished Engineer Board encourages and recognizes excellence in engineering.
We have charged to operations $587 million , $489 million , and $509 million in fiscal 2014 , 2013 and 2012 , respectively, for product development and enhancements. In fiscal 2014 , 2013 and 2012 , we capitalized costs of $40 million , $165 million and $180 million respectively, for internally developed software. Our product offerings and go-to-market strategy have evolved to include solutions and product suites that can be delivered either on premise or via SaaS or cloud platforms. We continue to expect our product offerings to become available to customers at more frequent intervals than our historical release cycles. We also have adopted a more extensive use of Agile development methodologies, which are characterized by a more dynamic development process with more frequent revisions to a product release's features and functions as the software is being developed. These factors will result in our commencing capitalization much later in the development life cycle. As a result, product development and enhancements expenses have increased and are expected to increase in future periods as the amount capitalized for internally developed software costs decreases.

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Intellectual Property
Our products and technology are generally proprietary. We rely on U.S. and foreign intellectual property laws, including patent, copyright, trademark and trade secret laws, to protect our proprietary rights. However, the extent and duration of protection given to different types of intellectual property rights vary under different countries' legal systems. In some countries, full-scale intellectual property protection for our products and technology may be unavailable, and the laws of other jurisdictions may not protect our proprietary technology rights to the same extent as the laws of the United States. We also maintain contractual restrictions in our agreements with customers, employees and others to protect our intellectual property rights. These restrictions generally bind our customers and employees to confidentiality regarding our intellectual property and limit our customers' use of our software and prohibit certain disclosures to third parties.
We regularly license software and technology from third parties, including some competitors, and incorporate them into our own software products. We include third-party technology in our products in accordance with contractual relationships that specify our rights.
We believe that our patent portfolio differentiates our products and services from those of our competitors, enhances our ability to access third-party technology and helps protect our investment in research and development. We continue to enhance our internal patent program to increase our ability to capture patents, strengthen their quality and increase the pace at which we are able to move our innovations through the patent process. At March 31, 2014, our patent portfolio included more than 950 issued patents and more than 900 pending applications in the United States and across the world. The patents generally expire at various times over the next 20 years. Although the durations and geographic intellectual property protection coverage for our patents may vary, we believe our patent portfolio adequately protects our interests. Although we have a number of patents and pending applications that may be of value to various aspects of our products and technology, we are not aware of any single patent that is essential to us or to any of our reportable segments.
The source code for our products is protected both as trade secrets and as copyrighted works. Our customers do not generally have access to the source code for our products. Rather, on premise customers typically access only the executable code for our products, and SaaS customers access only the functionality of our SaaS offerings. Under certain contingent circumstances, some of our customers are beneficiaries of a source code escrow arrangement that enables them to obtain a limited right to access our source code.
We continue to be engaged in efforts to more fully employ our intellectual property by strategically licensing and/or assigning selected assets within our portfolio. This effort is intended to better position us in the marketplace and allow us the flexibility to reinvest in improving our overall business.
Product Licensing and Maintenance
For traditional, on premise licensing, we typically license to customers either perpetually or on a subscription basis for a specified term. Our customers also purchase maintenance and support services that provide technical support and any general product enhancements released during the maintenance period.
Under a perpetual license, the customer has the right to use the licensed program for an indefinite period of time upon payment of a one-time license fee. If the customer wants to receive maintenance, the customer is required to pay an additional annual maintenance fee.
Under a subscription license, the customer has the right to usage and maintenance of the licensed products during the term of the agreement. Under our licensing terms, customers can license our software products under multi-year licenses, with most customers choosing terms of one to five years, although some customers seeking greater cost certainty may negotiate longer terms. Thereafter, the license generally renews for the same period of time on the same terms and conditions, but subject to the customer's payment of our then-prevailing fees.
Within these license categories, our contracts provide customers with the right to use our products under a variety of models including, but not limited to:
A typical designated CPU (central processing unit) license, under which the customer may use the licensed product on a single, designated CPU.
A MIPS (millions of instructions per second)-based license, which allows the customer to use the licensed product on one or more CPUs, limited by the aggregate MIPS rating of the CPUs covered by the license.
A user-based license, under which the customer may use the licensed product by or for the agreed number of licensed users.
A designated server license, under which the customer may use a certain distributed product on a single, designated server. The licensed products must be licensed for use with a specific operating system.
Customers can obtain licenses to our products through individual discrete purchases to meet their immediate needs or through the adoption of enterprise license agreements. Enterprise license agreements are comprehensive licenses that cover multiple products and also provide for maintenance and support.

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For our mainframe solutions, the majority of our licenses provide customers with the right to use one or more of our products up to a specific license capacity, generally measured in MIPS. For these products, customers may acquire additional capacity during the term of a license by paying us an additional license fee. For our enterprise solutions, our licenses may provide customers with the right to use one or more of our products limited to a number of servers, users or copies, among other things. Customers may license these products for additional servers, users or copies, etc., during the term of a license by paying us an additional license fee.
SaaS is another delivery model we offer to our customers when a customer prefers to use our technology off-premises with little to no infrastructure required. Our SaaS offerings are typically licensed using a subscription fee, most commonly on a monthly or annual basis.
Competition
Our industry is extremely competitive and experiences rapid technological change, the steady emergence of new companies and products, evolving industry standards, computing platforms, go-to-market models, business models, and continually changing customer needs. We compete with many established companies, the majority of which have substantially greater financial, marketing and technological resources than we do. Our primary competitors include BMC Software Inc., Compuware Corporation, Dell Inc., Hewlett-Packard Company, International Business Machines Corporation, Microsoft Corporation, Oracle Corporation and VMware, Inc. These firms compete broadly across our multiple product lines.
We also compete with numerous smaller companies that provide products in a single area of our portfolio. Many of these firms are inherently more agile due to their size and limited scope, and are able to evolve more rapidly to meet changes in the technology landscape, including delivery of their solutions under the cloud computing model.
We believe our competitive differentiators include: our experience managing mission-critical capabilities for major global corporations; our focus on innovation and delivery of new, differentiated solutions; and our platform and hardware independence, breadth and synergy of offerings, industry expertise, intellectual property, comprehensive distribution, customer relationships, product functionality and scalability, as well as brand name recognition and reputation.
Employees
We had approximately 12,700 and 13,600 employees at March 31, 2014 and 2013 , respectively. The decrease in the number of employees was primarily attributable to the termination actions associated with our Fiscal 2014 Plan.
(d) Financial Information About Geographic Areas
Refer to Note 17 “Segment and Geographic Information,” in the Notes to the Consolidated Financial Statements for financial data pertaining to our segment and geographic operations.
(e) Corporate Information
The Company was incorporated in Delaware in 1974, began operations in 1976 and completed an initial public offering of common stock in December 1981. Our common stock is traded on The NASDAQ Global Select Market tier of The NASDAQ Stock Market LLC under the symbol “CA.”
Our corporate website address is www.ca.com. All filings we make with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available for free in the Investor Relations section of our website (www.ca.com/invest) as soon as reasonably practicable after they are filed with or furnished to the SEC. Our SEC filings are available to be read or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings can also be obtained for free on the SEC’s website at www.sec.gov. The reference to our website address does not constitute inclusion or incorporation by reference of the information contained on our website in this Form 10-K or other filings with the SEC, and the information contained on our website is not part of this document.
The Investor Relations section of our website (www.ca.com/invest) also contains information about our initiatives in corporate governance, including: our corporate governance principles; information about our Board of Directors (including specific procedures for communicating with them); information concerning our Board Committees, including the charters of the Audit Committee, the Compensation and Human Resources Committee, the Corporate Governance Committee and the Compliance and Risk Committee; and our Code of Conduct (which qualifies as a “code of ethics” under applicable SEC regulations and is applicable to all of our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, and our directors). These documents can also be obtained in print by writing to our Corporate Secretary, CA, Inc., 520 Madison Avenue, New York, New York 10022.


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Item 1A. Risk Factors.
Current and potential stockholders should consider carefully the risk factors described below. Any of these factors, many of which are beyond our control, could materially adversely affect our business, financial condition, operating results, cash flow and stock price.
Failure to achieve success in our business strategy could materially adversely affect our business, financial condition, operating results and cash flow.
As more fully described in Part I, Item 1 “Business,” our business strategy is designed to build on our portfolio of software and services to meet next-generation market opportunities. The success of this strategy could be affected by many of the risk factors discussed in this Form 10-K and also by our ability to:
Effectively manage our sales force to enable us to maintain and enhance our strong relationships in our traditional customer base and to increase penetration and accelerate growth in customer segments and geographic regions where we currently may not have a strong presence or we have underserved and where we may have a dependence on unfamiliar distribution partners and routes;
Enable our sales force to sell new products, including instances where our offerings are of a type not previously provided by us, to our traditional core and new customers, or where a competitor already has an established relationship with a potential new customer;
Improve CA Technologies brand, technology and innovation awareness in the marketplace; and
Ensure our cloud computing, application development and IT operations (DevOps), SaaS, mobile device management and other new offerings address the needs of a rapidly changing market, while not adversely affecting the demand for our traditional products or our profitability.
Failure to achieve success with this strategy could materially adversely affect our business, financial condition, operating results and cash flow.
Given the global nature of our business, economic factors or political events beyond our control and other business risks associated with non-U.S. operations can affect our business in unpredictable ways.
International revenue has historically represented a significant percentage of our total worldwide revenue. Success in selling and developing our products outside the United States will depend on a variety of factors in various non-U.S. locations, including:
Foreign exchange currency rates;
Local economic conditions;
Political stability and acts of terrorism;
Workforce reorganizations in various locations, including global reorganizations of sales, research and development, technical services, finance, human resources and facilities functions;
Effectively staffing key managerial and technical positions;
Successfully localizing software products for a significant number of international markets;
Restrictive employment regulation;
Trade restrictions such as tariffs, duties, taxes or other controls;
International intellectual property laws, which may be more restrictive or may offer lower levels of protection than U.S. law;
Compliance by CA Technologies and our partners (including unaffiliated third-party partners) with differing and changing local laws and regulations in multiple international locations as well as compliance with U.S. laws and regulations where applicable in these international locations; and 
Developing and executing an effective go-to-market strategy in various locations.
Any of the foregoing factors could materially adversely affect our business, financial condition, operating results and cash flow.
General economic conditions and credit constraints, or unfavorable economic conditions in a particular region, business or industry sector, may lead our customers to delay or forgo technology investments and could have other impacts, any of which could materially adversely affect our business, financial condition, operating results and cash flow.
Our products are designed to improve the productivity and efficiency of our customers’ information processing resources. However, a general slowdown in the global economy, or in a particular region (such as Europe), or disruption in a business or industry sector (such as the financial services sector), or tightening of credit markets, could cause customers to: have difficulty accessing credit sources; delay contractual payments; or delay or forgo decisions to (i) license new products (particularly with respect to discretionary spending for software), (ii) upgrade their existing environments or (iii) purchase services. Any such impacts could materially adversely affect our business, financial condition, operating results and cash flow.

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Such a general slowdown in the global economy may also materially affect the global banking system, including individual institutions as well as a particular business or industry sector, which could cause further consolidations or failures in such a sector. Approximately one third of our revenue is derived from arrangements with financial institutions ( i.e ., banking, brokerage and insurance companies). The majority of these arrangements are for the renewal of mainframe solutions capacity and maintenance associated with transactions processed by our financial institution customers. While we cannot predict what impact there may be on our business from further consolidation of the financial industry sector, or the impact from the economy in general on our business, to date the impact has not been material to our balance sheet, results of operations or cash flow. The vast majority of our subscription and maintenance revenue in any particular reporting period comes from contracts signed in prior periods, generally pursuant to contracts ranging in duration from three to five years.
Any of these events could affect the manner in which we are able to conduct business, including within a particular industry sector or market and could materially adversely affect our business, financial condition, operating results and cash flow.
Failure to innovate and/or adapt to technological changes and introduce new software products and services in a timely manner could materially adversely affect our business.
If we fail to keep pace with, or in certain cases lead, technological change in our industry, that failure could materially adversely affect our business. We operate in a highly competitive industry characterized by rapid technological change, evolving industry standards, and changes in customer requirements and delivery methods. During the past several years, many new technological advancements and competing products entered the marketplace. The enterprise solutions markets in which we operate (including non-mainframe platforms from physical to virtual and cloud) are far more crowded and competitive than our traditional mainframe systems management markets.
Our ability to compete effectively and our growth prospects for all of our products, including those associated with our business strategy, depend upon many factors, including the success of our existing enterprise solutions, the timely introduction and success of future software products and services, including those that we acquire or develop, and related delivery methods, and the ability of our products to perform well with existing and future leading databases and other platforms supported by our products that address customer needs and are accepted by the market. We have experienced long development cycles and product delays in the past, particularly with some of our enterprise solutions, and may experience delays in the future. In addition, we have incurred, and expect to continue to incur, significant research and development costs as we introduce new products and integrate products into solution sets. If there are delays in new product introduction or solution set integration, or if there is less-than-anticipated market acceptance of these new products or solution sets, we will have invested substantial resources without realizing adequate revenues in return, which could materially adversely affect our business, financial condition, operating results and cash flow.
We are subject to intense competition in product and service offerings and pricing, and we expect to face increased competition in the future, which could either diminish demand for or inhibit growth of our products and, therefore, reduce our sales, revenue and market presence.
The markets for our products are intensely competitive, and we expect product and service offerings and pricing competition to increase. Some of our competitors have longer operating histories, greater name recognition, a larger installed base of customers in any particular market niche, larger technical staffs, established relationships with hardware vendors, or greater financial, technical and marketing resources. Furthermore, our business strategy is predicated upon our ability to develop and acquire products and services that address customer needs and are accepted by the market better than those of our competitors.
We also face competition from numerous smaller companies that specialize in specific aspects of the highly fragmented software industry, and from shareware authors that may develop competing products. In addition, new companies enter the market on a frequent and regular basis, offering products that compete with those offered by us. Moreover, certain customers historically have developed their own products that compete with those offered by us. The competition may affect our ability to attract and retain the technical skills needed to provide services to our customers, forcing us to become more reliant on delivery of services through third parties. This, in turn, could increase operating costs and decrease our revenue, profitability and cash flow. Additionally, competition from any of these sources could result in price reductions or displacement of our products, which could materially adversely affect our business, financial condition, operating results and cash flow.
Our competitors include large vendors of hardware and operating system software and service providers. The widespread inclusion of products that perform the same or similar functions as our products bundled within computer hardware or other companies’ software products, or services similar to those provided by us, could reduce the perceived need for our products and services, or render our products obsolete and unmarketable. Furthermore, even if these incorporated products are inferior or more limited than our products, customers may elect to accept the incorporated products rather than purchase our products. In addition, the software industry is currently undergoing consolidation as software companies seek to offer more extensive suites and broader arrays of software products and services, as well as integrated software and hardware solutions. This consolidation may adversely affect our competitive position, which could materially adversely affect our business, financial condition, operating results and cash flow. Refer to Part I, Item 1, “Business - (c) Narrative Description of the Business - Competition,” for additional information.

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Failure to expand our partner programs related to the sale of our solutions may result in lost sales opportunities, increases in expenses and a weakening in our competitive position.
We sell our solutions through global systems integrators, technology partners, managed service providers, solution providers, distributors of volume partners and exclusive representatives in partner programs that require training and expertise to sell these solutions, and global penetration to grow these aspects of our business. The failure to expand these partner programs and penetrate these markets could materially adversely affect our success with partners, resulting in lost sales opportunities and an increase in expenses, and could also weaken our competitive position.
Our business may suffer if we are not able to retain and attract adequate qualified personnel, including key managerial, technical, marketing and sales personnel.
We operate in a business where there is intense competition for experienced personnel in all of our global markets. We depend on our ability to identify, recruit, hire, train, develop and retain qualified and effective personnel and to attract and retain talent needed to execute our business strategy. Our ability to do so depends on numerous factors, including factors that we cannot control, such as competition and conditions in the local employment markets in which we operate. Our future success depends in a large part on the continued contribution of our senior management and other key employees. A loss of a significant number of skilled managerial, technical, marketing or other personnel could have a negative effect on the quality of our products. A loss of a significant number of experienced and effective sales personnel could result in fewer sales of our products. Our failure to retain qualified employees in these categories could materially adversely affect our business, financial condition, operating results and cash flow.
If our products do not remain compatible with ever-changing operating environments, platforms, or third party products, we could lose customers and the demand for our products and services could decrease, which could materially adversely affect our business, financial condition, operating results and cash flow.
The largest suppliers of systems and computing software are, in most cases, the manufacturers of the computer hardware systems used by most of our customers. Historically, these companies have from time to time modified or introduced new operating systems, systems software and computer hardware. In the future, new products from these companies could incorporate features that perform functions currently performed by our products, or could require substantial modification of our products to maintain compatibility with these companies’ hardware or software. Recently, many established enterprise hardware vendors have begun to bundle basic management functionality software with their hardware offerings, putting additional competitive pressures on independent management software vendors like us. Although we have to date been able to adapt our products and our business to changes introduced by hardware manufacturers and system software developers, there can be no assurance that we will be able to do so in the future. Failure to deliver distinctive management functionality, beyond the basic functionality now being bundled by many hardware vendors, that delivers significant and differentiating value to customers could materially adversely affect our business, financial condition, operating results and cash flow.
Further, since our solutions interact with a variety of software and hardware developed by third parties, we may lose access to third-party code and specifications for the development of code, which could materially adversely affect our ability to develop software compatible with third-party software products in the future.  Some software providers and hardware manufacturers, including some of the largest vendors, have a policy of restricting the use or availability of their code or technical documentation for some of their operating systems, applications, or hardware. To date, this policy has not had a material effect on us. Some companies, however, may adopt more restrictive policies in the future or impose unfavorable terms and conditions for such access. These restrictions may, in the future, result in higher research and development costs for us in connection with the enhancement and modification of our existing products and the development of new products. Any additional restrictions could materially adversely affect our business, financial condition, operating results and cash flow.
In addition, the emergence of cloud computing means that many of our enterprise solutions customers are themselves undergoing a radical shift in the way they deliver IT services to their businesses. The shift towards delivering infrastructure and SaaS from the cloud may negatively affect our ability to sell IT management solutions to our traditional enterprise solutions customers. While we believe we adequately understand this risk and are taking steps in our product and business strategy to plan for it, failure to adapt our products, solutions, delivery models and sales approaches to effectively plan for cloud computing may adversely affect our business. If we are not successful in anticipating the rate of market change towards the cloud computing paradigm and evolving with it by delivering solutions for IT management in the cloud computing environment, customers may forgo the use of our products in favor of those with comparable functionality delivered via the cloud, which could materially adversely affect our business, financial condition, operating results and cash flow.

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We may encounter difficulties in successfully integrating companies and products that we have acquired or may acquire into our existing business, which could materially adversely affect our infrastructure, market presence, business, financial condition, operating results and cash flow.
In the past we have acquired, and in the future we expect to acquire, complementary companies, products, services and technologies (including through mergers, asset acquisitions, joint ventures, partnerships, strategic alliances and equity investments). Additionally, we expect to acquire technology and software that are consistent with our business strategy. The risks we may encounter include:
We may find that the acquired company or assets do not improve our financial and strategic position as planned;
We may have difficulty integrating the operations, facilities, personnel and commission plans of the acquired business;
We may have difficulty forecasting or reporting results subsequent to acquisitions;
We may have difficulty retaining the skills needed to further market, sell or provide services on the acquired products in a manner that will be accepted by the market;
We may have difficulty incorporating the acquired technologies or products into our existing product lines;
We may have product liability, customer liability or intellectual property liability associated with the sale of the acquired company’s products;
Our ongoing business may be disrupted by transition or integration issues and our management’s attention may be diverted from other business initiatives;
We may be unable to obtain timely approvals from governmental authorities under applicable competition and antitrust laws;
We may have difficulty maintaining uniform standards, controls, procedures and policies;
Our relationships with current and new employees, customers and distributors could be impaired;
An acquisition may result in increased litigation risk, including litigation from terminated employees or third parties;
Our due diligence process may fail to identify significant issues with the acquired company’s product quality, financial disclosures, accounting practices, internal control deficiencies, including material weaknesses, product architecture, legal and tax contingencies and other matters; and
We may not be able to realize the benefits of recognized goodwill and intangible assets and this may result in the potential impairment of these assets.
These factors could materially adversely affect our business, results of operations, financial condition and cash flow, particularly in the case of a large acquisition or number of acquisitions. To the extent we issue shares of stock or other rights to purchase stock, including options, to pay for acquisitions or to retain employees, existing stockholders’ interests may be diluted and income per share may decrease.
If we do not adequately manage, evolve and protect our information systems, infrastructure and processes, including the successful implementation of our enterprise resource planning software, our ability to manage and grow our business may be harmed.
We rely on our information systems and information systems of third parties for managing the financial information of our business. Any disruption in our information systems and those of the third parties upon whom we rely could have a significant impact on our business. In addition, we continuously work to enhance our information systems and infrastructure. The implementation of these types of enhancements, including the successful implementation of our enterprise resource planning software, is frequently disruptive to the underlying business, which may especially be the case for us due to the size and complexity of our business. Additionally, delays in adapting our information systems to address new business models, such as SaaS, could limit the success or result in the failure of those initiatives and impair the effectiveness of our internal controls.  We have implemented a disaster recovery program, however our system redundancy may be ineffective or inadequate and our disaster recovery planning may not be sufficient for all eventualities. With regard to the implementation of our enterprise resource planning software, any delay in the implementation of, or disruption in the transition to, our new or enhanced systems, procedures or internal controls, could adversely affect our ability to accurately forecast sales demand, manage our supply chain, achieve accuracy in the conversion of electronic data and records, and report financial and management information, including the filing of our quarterly or annual reports with the SEC, on a timely and accurate basis. Failure to properly or adequately address these issues, as well as managing and protecting our infrastructure, could result in the diversion of management’s attention and resources, adversely affect our ability to manage our business, including our SaaS business, and materially adversely affect our business, financial condition, results of operations and cash flow. Refer to Item 9A, “Controls and Procedures,” for additional information.

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Our sales to government clients subject us to risks, including litigation, early termination, renegotiation, audits, investigations, sanctions and penalties.
Approximately 9% of our total revenue backlog at March 31, 2014 is associated with multi-year contracts signed with the U.S. federal government and other U.S. state and local government agencies. These contracts are generally subject to annual fiscal funding approval, may be renegotiated or terminated at the discretion of the government, or all of these. Termination, renegotiation or funding approval for a contract could adversely affect our sales, revenue and reputation. Additionally, our government contracts are generally subject to audits and investigations, which could result in various civil and criminal actions and penalties, and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government, which could materially adversely affect our business, financial condition, operating results and cash flow.
Our data center, network and software products, and the IT environments of our vendors and customers may be subject to hacking or other cybersecurity threats, resulting in a loss or misuse of proprietary, personally identifiable and confidential information and/or harm to our customer relationships and the market perception of the effectiveness of our products.
Given that our products are intended to manage and secure IT infrastructures and environments, we expect to be an ongoing target of attacks specifically designed to impede the performance of our products. Experienced computer programmers or hackers may attempt to penetrate our network security or the security of our data centers and IT environments. Others, including employees or vendors, may also intentionally or unintentionally provide unauthorized access to ours or our customers’ IT environments. These hackers or others may misappropriate proprietary, personally identifiable and confidential information of the Company, our customers, our employees or our business partners or other individuals or cause interruptions of our or our customers’ IT operations, services and businesses. This may cause contractual disputes and may negatively affect the market perception of the effectiveness of our products and our reputation even if the unauthorized access is not attributable to our products or personnel. Our SaaS solution/services use several third party data centers that may also be subject to hacking incidents. Although we continually seek to improve our countermeasures to prevent and detect such incidents, we may be unable to anticipate these problems and such incidents could require significant expenditures of our capital and diversion of our resources from development activities. Additionally, these efforts by hackers or others could cause interruptions, delays or cessation of our product licensing, or modification of our software, which could cause us to lose existing or potential customers. If these efforts are successful and a third party obtains unauthorized access to our or our customers’ IT environments, our business operations, and those of our customers, could be adversely affected, losses or theft of data could occur, our reputation and future sales could be harmed, governmental regulatory action or private or governmental litigation could be commenced against us and our business, financial condition, operating results and cash flow could be materially adversely affected.
Discovery of errors or omissions in our software products could materially adversely affect our revenue and earnings and subject us to costly and time consuming product liability claims.
The software products we offer are inherently complex. Despite testing and quality control, we cannot be certain that errors or omissions will not be found in current versions, new versions, documentation or enhancements of our software products (collectively, our Products) after commencement of commercial shipments. If new or existing customers have difficulty deploying our Products or require significant amounts of customer support, our operating margins could be adversely affected. We could also face possible claims and higher development costs if our Products contain errors that we have not detected or if our Products otherwise fail to meet our customers’ expectations. Significant technical challenges also arise with our Products because our customers license and deploy our Products across a variety of computer platforms and integrate them with a number of third-party software applications and databases. These combinations increase our risk further because, in the event of a system-wide failure, it may be difficult to determine which product is at fault. As a result, we may be harmed by the failure of another supplier’s products. As a result of the foregoing, we could experience:
Loss of or delay in revenue and loss of market share;
Loss of customers, including the inability to obtain repeat business with existing key customers;
Damage to our reputation;
Failure to achieve market acceptance;
Diversion of development resources;
Remediation efforts that may be required;
Increased service and warranty costs;
Legal actions by customers or government authorities against us that could, whether or not successful, be costly, distracting and time-consuming;  
Increased insurance costs; and
Failure to successfully complete service engagements for product installations and implementations.

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Consequently, the discovery of errors in our Products after delivery could materially adversely affect our business, financial condition, operating results and cash flow.
Failure to protect our intellectual property rights and source code would weaken our competitive position.
Our future success is highly dependent upon our proprietary technology, including our software and our source code for that software. Failure to protect such technology could lead to the loss of valuable assets and our competitive advantage. We protect our proprietary information through the use of patents, copyrights, trademarks, trade secret laws, confidentiality procedures and contractual provisions. Notwithstanding our efforts to protect our proprietary rights, policing unauthorized use or copying of our proprietary information is difficult. Unauthorized use or copying occurs from time to time and litigation to enforce intellectual property rights could result in significant costs and diversion of resources. Moreover, the laws of some foreign jurisdictions do not afford the same degree of protection to our proprietary rights as do the laws of the United States. For example, for some of our products, we rely on “shrink-wrap” or “click-on” licenses, which may be unenforceable in whole or in part in some jurisdictions in which we operate. In addition, patents we have obtained may be circumvented, challenged, invalidated or designed around by other companies. If we do not adequately protect our intellectual property for these or other reasons, our business, financial condition, operating results and cash flow could be materially adversely affected. Refer to Part I, Item 1, “Business - (c) Narrative Description of the Business - Intellectual Property,” for additional information.
We may encounter events or circumstances that would require us to record an impairment charge relating to our goodwill or capitalized software and other intangible assets balances. 
Under U.S. generally accepted accounting principles, we are required to evaluate our capitalized software and other intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually, and more frequently if impairment indicators are present. In future periods, we may be subject to factors that may constitute a change in circumstances, indicating that the carrying value of our goodwill exceeds fair value or our capitalized software and other intangible assets may not be recoverable. These changes may consist of, but are not limited to, declines in our stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our industry. Any of these factors, or others, could require us to record a significant non-cash impairment charge in our financial statements during a period. If we determine that a significant impairment of our goodwill or our capitalized software and other intangible assets has occurred in any of our operating segments, this could materially adversely affect our business, financial condition and operating results.
Certain software that we use in our products is licensed from third parties and, for that reason, may not be available to us in the future, which has the potential to delay product development and production or cause us to incur additional expense, which could materially adversely affect our business, financial condition, operating results and cash flow.
Some of our solutions contain software licensed from third parties. Some of these licenses may not be available to us in the future on terms that are acceptable to us or allow our products to remain competitive. The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future products or the enhancement of existing products. We may also choose to pay a premium price for such a license in certain circumstances where continuity of the licensed product would outweigh the premium cost of the license. The unavailability of these licenses or the necessity of agreeing to commercially unreasonable terms for such licenses could materially adversely affect our business, financial condition, operating results and cash flow.
Certain software we use is from open source code sources, which, under certain circumstances, may lead to unintended consequences and, therefore, could materially adversely affect our business, financial condition, operating results and cash flow.
Some of our products contain software from open source code sources. The use of such open source code may subject us to certain conditions, including the obligation to offer our products that use open source code for no cost. Further, although some open source vendors provide warranty and support agreements in conjunction with the use of their open source software, it is common for many open source software authors to make their open source software available “as-is” with no warranty, indemnity or support. We monitor our use of such open source code to avoid subjecting our products to conditions we do not intend. However, the use of such open source code may ultimately subject some of our products to unintended conditions, which could require us to take remedial action that may divert resources away from our development efforts and, therefore, could materially adversely affect our business, financial condition, operating results and cash flow.

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Third parties could claim that our products infringe or contribute to the infringement of their intellectual property rights or that we owe royalty payments to them, which could result in significant litigation expense or settlement with unfavorable terms, which could materially adversely affect our business, financial condition, operating results and cash flow.
From time to time, third parties have claimed and may claim that our products infringe various forms of their intellectual property or that we owe royalty payments to them. Investigation of these claims can be expensive and could affect development, marketing or shipment of our products. As the number of software patents issued increases, it is likely that additional claims will be asserted. Defending against such claims is time consuming and could result in significant litigation expense or settlement on unfavorable terms, which could materially adversely affect our business, financial condition, operating results and cash flow.
The number, terms and duration of our license agreements as well as the timing of orders from our customers and channel partners, may cause fluctuations in some of our key financial metrics, which may affect our quarterly financial results.
Historically, a substantial portion of our license agreements are executed in the last month of a quarter and the number of contracts executed during a given quarter can vary substantially. In addition, we experience a historically long sales cycle, which is driven in part by the varying terms and conditions of our software contracts. These factors can make it difficult for us to predict sales and cash flow on a quarterly basis. Any failure or delay in executing new or renewed license agreements in a given quarter could cause declines in some of our key financial metrics ( e.g. , revenue or cash flow), and, accordingly, increases the risk of unanticipated variations in our quarterly results, financial condition, operating results and cash flow.
Failure to renew large license agreement transactions on a satisfactory basis could materially adversely affect our business, financial condition, operating results and cash flow.
Our core customers are large enterprises with multi-year enterprise license agreements each of which involves substantial aggregate fee amounts. The failure to renew those transactions in the future, or to replace those enterprise license agreements with new transactions of similar scope, on terms that are commercially attractive to us could materially adversely affect our business, financial condition, operating results and cash flow.
Potential tax liabilities may materially adversely affect our results.
We are subject to income taxes in the United States and in numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, we engage in many transactions and calculations where the ultimate tax determination is uncertain.
We are regularly under audit by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from that which is reflected in our income tax provisions and accruals. Additional tax assessments resulting from audit, litigation or changes in tax laws may result in increased tax provisions or payments which could materially adversely affect our business, financial condition, operating results and cash flow in the period or periods in which that determination is made.
Changes in market conditions or our credit ratings could increase our interest costs and adversely affect the cost of refinancing our debt and our ability to refinance our debt, which could materially adversely affect our business, financial condition, operating results and cash flow.
At March 31, 2014, we had $1,766 million of debt outstanding, consisting mostly of unsecured senior note obligations. Refer to Note 8, “Debt,” in the Notes to the Consolidated Financial Statements for the payment schedule of our long-term debt obligations. Our senior unsecured notes are rated by Moody’s Investors Service, Fitch Ratings, and Standard and Poor’s. These agencies or any other credit rating agency could downgrade or take other negative action with respect to our credit ratings in the future. If our credit ratings were downgraded or other negative action is taken, we could be required to, among other things, pay additional interest on outstanding borrowings under our principal revolving credit agreement. Any downgrades could affect our ability to obtain additional financing in the future and may affect the terms of any such financing.
We expect that existing cash, cash equivalents, marketable securities, cash provided from operations and our bank credit facilities will be sufficient to meet ongoing cash requirements. However, our failure to generate sufficient cash as our debt becomes due or to renew credit lines prior to their expiration could materially adversely affect our business, financial condition, operating results and cash flow.
Fluctuations in foreign currencies could result in losses.
Our consolidated financial results are reported in U.S. dollars. Most of the revenue and expenses of our foreign subsidiaries are denominated in local currencies. Given that cash is typically received over an extended period of time for many of our license agreements and given that a substantial portion of our revenue is generated outside of the United States, fluctuations in foreign currency exchange rates (such as the euro) against the U.S. dollar could result in substantial changes in reported revenues and operating results due to the foreign currency impact upon translation of these transactions into U.S. dollars.

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In the normal course of business, we employ various hedging strategies to partially mitigate these risks, including the use of derivative instruments. These strategies may not be effective in protecting us against the effects of fluctuations from movements in foreign exchange rates. Fluctuations of the foreign currency exchange rates could materially adversely affect our business, financial condition, operating results and cash flow.
Failure by us to effectively execute on our announced workforce reductions, workforce rebalancing and facilities consolidations could result in total costs that are greater than expected or revenues that are less than anticipated.
During fiscal 2014 and previously, we have announced workforce reductions, workforce rebalancing, global facility consolidations and other cost reduction initiatives to reallocate resources of our business as part of our strategy. We may have further workforce reductions, workforce rebalancing, global facilities consolidations and other cost reduction initiatives in the future. Risks associated with these actions and other workforce management issues include delays in implementation, changes in plans that increase or decrease the number of employees affected, adverse effects on employee morale and the failure to meet operational targets due to the loss of employees, any of which may impair our ability to achieve anticipated cost reductions or may otherwise harm our business, which could materially adversely affect our financial condition, operating results and cash flow.
We have outsourced various functions to third parties. These arrangements may not be successful or fully secure, which could result in increased costs or an increased chance of a cybersecurity breach, which could adversely affect customer service levels and our public reporting.
We have outsourced various functions to third parties, including certain product development and administrative functions and hosting for our SaaS business, and we may outsource additional functions to third-parties in the future. These outsourced functions may involve confidential and/or personally identifiable information. We rely on these third parties to provide outsourced services on a timely and effective basis and to adequately address their own cybersecurity threats. Although we periodically monitor the performance of these third parties and maintain contingency plans in case the third parties are unable to perform as agreed, we do not ultimately control the performance of these third parties. The failure of third-party outsourcing partners or vendors to perform as expected could result in significant disruptions and costs to our operations or our customers’ operations, including the potential loss of personally identifiable information of our customers, employees and business partners and could subject us to legal action by government authorities or private parties, which could materially adversely affect our business, financial condition, operating results and cash flow, and our ability to file our financial statements with the SEC timely or accurately.

Item 1B. Unresolved Staff Comments.
None.

Item 2. Properties.
Our principal real estate properties are located in areas necessary to meet our operating requirements. All of the properties are considered to be both suitable and adequate to meet our current and anticipated operating requirements.
At March 31, 2014, we leased 43 facilities throughout the United States and 62 facilities outside the United States; these totals exclude 25 executive suite locations globally, of which 7 are in the United States and 18 are outside the United States. Our lease obligations expire on various dates with the longest commitment extending to 2024. We believe that substantially all of our leases will be renewable at market terms at our option as they become due.
We own one facility in Germany totaling approximately 100,000 square feet, two facilities in Italy totaling approximately 140,000 square feet, two facilities in India totaling approximately 455,000 square feet and one facility in the United Kingdom totaling approximately 215,000 square feet.
We utilize our leased and owned facilities for sales, technical support, research and development and administrative functions.

Item 3. Legal Proceedings.
Refer to Note 11, “Com mitments and Contingencies,” in the Notes to the Consolidated Financial Statements for information regarding certain legal proceedings, the contents of which are herein incorporated by reference.

Item 4. Mine Safety Disclosures.
Not applicable.
*        *        *

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Executive Officers of the Registrant.
The name, age, present position, and business experience for at least the past five years of each of our executive officers at May 19, 2014 are listed below:
Michael P. Gregoire, 48, has been Chief Executive Officer and a director of the Company since January 2013. Previously, he served as President and Chief Executive Officer of Taleo Corporation (Taleo), a provider of on-demand talent management software solutions, from March 2005 until Taleo’s acquisition by Oracle Corporation in April 2012. Mr. Gregoire also served as a director of Taleo from April 2005 until April 2012 and served as Taleo’s Chairman of the Board from May 2008 until April 2012. Mr. Gregoire served as Executive Vice President, Global Services and held various other senior management positions at PeopleSoft, Inc., an enterprise software company, from May 2000 to January 2005. Mr. Gregoire served as Managing Director for global financial markets at Electronic Data Systems, Inc., a global technology services company, from 1996 to April 2000, and in various other roles from 1988 to 1996.
Richard J. Beckert, 52, has been Executive Vice President and Chief Financial Officer of the Company since May 2011. He served as the Company’s Corporate Controller from June 2008 to May 2011 and as Senior Vice President, Strategic Pricing and Offerings from September 2006, when he joined the Company until June 2008.
Amit Chatterjee, 42, joined the Company as Executive Vice President, Enterprise Solutions and Technology Group in May 2014. He is responsible for managing a broad portfolio of enterprise products and solutions and for managing the Company’s development function. Previously, Mr. Chatterjee was Chief Executive Officer at Leap Commerce, Inc., a provider of social mobile commerce software solutions, from October 2011 to May 2014 and Chief Executive Officer at Hara Software, Inc. from June 2008 to September 2011.
Adam Elster, 46, has been Executive Vice President and Group Executive, Worldwide Sales and Services since January 2014. He is responsible for all revenue for the Company and for building and maintaining customer and partner relationships across all sectors and geographies. Since joining the Company in 1999, Mr. Elster has held a number of senior management positions, including Executive Vice President and Group Executive, Mainframe and Customer Success Group from February 2012 to January 2014, Executive Vice President, Global Business Organization and Business Transformation from August 2011 to February 2012, General Manager, CA Services, Support and Education from June 2011 to August 2011, Corporate Senior Vice President and General Manager, CA Services from November 2009 to June 2011, and Senior Vice President, Area Sales Manager for the Eastern United States, from July 2007 to November 2009.
Lauren P. Flaherty, 56, joined the Company as Executive Vice President and Chief Marketing Officer in August 2013.  Previously, she was Executive Vice President and Chief Marketing Officer at Juniper Networks, Inc. from February 2009 to July 2013 and Chief Marketing Officer at Nortel Networks Corporation from May 2006 to December 2008. 
Amy Fliegelman Olli, 50, has been Executive Vice President and General Counsel of the Company since February 2007. She is responsible for all of the Company’s legal, compliance, internal audit and enterprise risk management functions worldwide. Ms. Fliegelman Olli joined the Company in September 2006 as Executive Vice President and Co-General Counsel of the Company.
Jacob Lamm, 49, has been the Company’s Executive Vice President, Strategy and Corporate Development since February 2009. He is responsible for directing the Company’s overall business strategy, as well as the Company’s strategy for acquisitions. Mr. Lamm has held various management positions since joining the Company in 1998, including serving as Executive Vice President, Governance Group from January 2008 to February 2009 and as Executive Vice President and General Manager, Business Service Optimization Business Unit from March 2007 to January 2008.




Table of Contents


Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is traded on The NASDAQ Global Select Market tier of The NASDAQ Stock Market LLC (NASDAQ) under the symbol “CA.” The following table sets forth, for the fiscal quarters indicated, the quarterly high and low closing sales prices on NASDAQ:
 
Fiscal 2014
 
Fiscal 2013
  
High
 
Low
 
High
 
Low
Fourth Quarter
$
34.43

 
$
30.53

 
$
25.52

 
$
22.65

Third Quarter
$
33.66

 
$
28.70

 
$
25.50

 
$
21.77

Second Quarter
$
31.26

 
$
27.98

 
$
27.31

 
$
24.07

First Quarter
$
29.23

 
$
24.30

 
$
27.78

 
$
24.39

At April 30, 2014, we had approximately 5,300 stockholders of record.
We have paid cash dividends each year since July 1990. For fiscal 2014 , 2013 and 2012 , we paid annual cash dividends of $1.00 , $1.00 and $0.40 per share, respectively. In fiscal 2014 and 2013, we paid quarterly cash dividends of $0.25 per share, respectively. We paid a cash dividend of $0.25 per share in the fourth quarter of fiscal 2012 and $0.05 per share in each of the first three quarters of fiscal 2012.
Purchases of Equity Securities by the Issuer
The following table sets forth, for the months indicated, our purchases of common stock in the fourth quarter of fiscal 2014 :
Issuer Purchases of Equity Securities
Period
Total Number Of Shares Purchased
 
Average Price Paid Per Share
 
Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs
 
Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
 
(in thousands, except average price paid per share)
January 1, 2014 — January 31, 2014

 
$

 

 
$
167,271

February 1, 2014 — February 28, 2014

 
$

 

 
$
167,271

March 1, 2014 — March 31, 2014
5,198

 
$
32.13

 
5,198

 
$

Total
5,198

 
 
 
5,198

 
 
On January 23, 2012, our Board of Directors approved a capital allocation program that authorized us to acquire up to $1.5 billion of our common stock through our fiscal year ending March 31, 2014.
In January 2012, we entered into an Accelerated Share Repurchase (ASR) agreement with a bank to repurchase $500 million of our common stock. Under the agreement, we paid $500 million to the bank for an initial delivery of 15 million shares in the fourth quarter of fiscal 2012. The ASR transaction was completed in the first quarter of fiscal 2013, during which time we received 3.7 million additional shares. The final number of shares delivered upon settlement of the agreement was determined based on the average price of our common stock over the term of the ASR agreement. Excluding the settlement of the ASR agreement, we repurchased 20 million additional shares of our common stock for $495 million during fiscal 2013.
During fiscal 2014 , we repurchased 16 million shares of our common stock for $505 million . At March 31, 2014 , we completed the purchases of our common stock under the abovementioned capital allocation program.
On May 14, 2014, our Board of Directors approved a stock repurchase program that authorizes us to acquire up to $1 billion of our common stock. We expect to complete the program in approximately three years. We expect to fund the program with available cash on hand and repurchase shares on the open market, through solicited or unsolicited privately negotiated transactions or otherwise from time to time based on market conditions and other factors.


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Item 6. Selected Financial Data.
The information set forth below should be read in conjunction with the “Results of Operations” section included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Year Ended March 31,
Statement Of Operations And Other Data
2014
 
2013
 
2012
 
2011
 
2010
 
(in millions, except per share amounts)
Revenue (1)
$
4,515

 
$
4,610

 
$
4,779

 
$
4,396

 
$
4,195

Income from continuing operations (1) (2)
$
899

 
$
939

 
$
923

 
$
808

 
$
744

Cash provided by operating activities — continuing operations (1)
$
997

 
$
1,390

 
$
1,488

 
$
1,359

 
$
1,318

Basic income per common share from continuing operations (1)
$
2.00

 
$
2.03

 
$
1.88

 
$
1.58

 
$
1.43

Diluted income per common share from continuing operations (1)
$
1.99

 
$
2.03

 
$
1.87

 
$
1.57

 
$
1.38

Dividends declared per common share (3)
$
1.00

 
$
1.00

 
$
0.40

 
$
0.16

 
$
0.16

 
At March 31,
Balance Sheet Data
2014
 
2013
 
2012
 
2011
 
2010
 
(in millions)
Working capital surplus (4)
$
637

 
$
585

 
$
214

 
$
448

 
$
409

Working capital surplus, excluding current deferred revenue (1) (5)
$
3,096

 
$
3,050

 
$
2,855

 
$
3,027

 
$
2,894

Total assets
$
12,016

 
$
11,815

 
$
11,997

 
$
12,411

 
$
11,888

Long-term debt (less current maturities)
$
1,252

 
$
1,274

 
$
1,287

 
$
1,282

 
$
1,530

Stockholders’ equity
$
5,570

 
$
5,450

 
$
5,397

 
$
5,620

 
$
4,987

(1)
Information presented excludes the results of our discontinued operations.
(2)
In fiscal 2014 and 2010, we incurred after-tax charges of $116 million and $33 million, respectively, for rebalancing, restructuring and other costs.
(3)
In fiscal 2014 and 2013, dividends declared per common share were $0.25 per quarter. Dividends declared per common share were $0.05 in each of the first three quarters of fiscal 2012 and $0.25 in the fourth quarter of fiscal 2012. In fiscal 2011 and 2010, dividends declared per common share were $0.04 per quarter.
(4)
Working capital surplus is current assets less current liabilities.
(5)
Deferred revenue includes amounts billed or collected in advance of revenue recognition, including subscription license agreements, maintenance and professional services. It does not include unearned revenue on future installments not yet billed at the respective balance sheet dates.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) is intended to provide an understanding of our financial condition, changes in financial condition, cash flow, liquidity and results of operations. This MD&A should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements appearing elsewhere in this Form 10-K and the Risk Factors included in Part I, Item 1A of this Form 10-K, as well as other cautionary statements and risks described elsewhere in this Form 10-K.

Business Overview
We are one of the world’s leading providers of information technology (IT) management software and solutions. Our solutions help organizations of all sizes develop, manage, and secure complex IT environments that increase productivity and enhance the competitiveness in their businesses. We do this across a wide range of environments such as mainframe, distributed, cloud, and mobile. The majority of the Global Fortune 500 relies on us to help manage their IT environments.

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Our objective is to be the world’s leading independent software provider for IT management and security solutions to help organizations and enterprises develop, manage, and secure modern IT architectures, across mainframe, distributed, mobile and cloud environments. To accomplish this, key elements of our strategy include:
Innovating in key product areas to extend our market leadership and differentiation. Our product development strategy is built around three key growth areas, where we are focused on innovating and delivering differentiated products and solutions: application development and IT operations (DevOps), Management Cloud, and Security across multiple platforms.
Addressing shifts in market dynamics and technology. We will innovate to deliver new differentiated solutions that enable our customers to manage the challenges and capture the opportunities of disruptive technologies such as the ability to harvest big data, the shift to software-defined IT, the proliferation of mobile technologies, social access (or social credentials) authentication, and the always on, ubiquitously connected “Internet of Things.”
Accelerating growth in our global customer base. We are focused on maintaining strong relationships with our core, large enterprise customer base, and will proactively target growth with these customers as well as new large enterprises we do not currently serve. In parallel, we are broadening our customer base to new buyer segments beyond the customer’s Chief Information Officer and IT department and increasingly to geographic regions we have underserved.
Pursuing new business models and expanded routes to market. While our traditional on-premise software delivery remains core to our enterprise customers, we see SaaS and managed services as increasingly attractive for our customers. This simplifies their decision-making and accelerates the value they can derive from new solution investments.
We have a broad and deep portfolio of software solutions with which to execute our business strategy. We organize our offerings in Mainframe Solutions, Enterprise Solutions and Services segments.
Mainframe Solutions products are designed mainly for the IBM System z mainframe platform, which runs many of our largest customers’ mission-critical applications. We help customers seamlessly manage their mainframe as part of their evolving data center through flexible management approaches, cross-platform visibility and workload portability.
Enterprise Solutions products operate on non-mainframe platforms and include our DevOps, Management Cloud, and Security product groups. DevOps includes application delivery, application performance management and infrastructure management. Management Cloud helps customers optimize their investments, projects, resources and processes. Security delivers identity-centric security solutions to meet the needs of today’s mobile, cloud-connected, open enterprise.
Services helps customers reach their IT and business goals by enabling the rapid implementation and adoption of our mainframe solutions and enterprise solutions.
Our traditional core customers generally consist of large enterprises that have computing environments from multiple vendors and are highly complex. We currently serve customers across most major industries worldwide, including banks, insurance companies, other financial services providers, government agencies, global service providers, telecommunication providers, manufacturers, technology companies, retailers, educational organizations and health care institutions.
We offer our solutions through our direct sales force and indirectly through our partners. We remain focused on strengthening relationships with our core customers--which we refer to as our “Platinum” customers, consisting of our top 500 accounts-- through product leadership, account management and a differentiated customer experience. We believe enhanced relationships in our traditional customer base of large enterprises with multi-year enterprise license agreements will drive renewals and provide opportunities to increase account penetration that will help to drive revenue growth.
At the same time, we continue to dedicate sales resources and deploy additional solutions to address opportunities to sell to new enterprises and to expand our relationship with existing non-core customers--which we refer to as our “Named” customers. In addition to this dedication of additional sales resources, we service some of these customers through partners. We believe we can grow our business and increase market share by delivering differentiated technology and collaborating with partners to leverage their relationships, market reach and implementation capacity. We are deploying new routes to market, and simplifying the buying and deployment process for our customers.
This customer focus allows us to better align marketing and sales resources with how customers want to buy. We have also implemented broad-based business initiatives to drive accountability for sales execution.
Work is underway to deploy an updated global branding and marketing program for CA Technologies to significantly enhance our connection with new and existing customers, introduce the market to new areas of our capability and contribute directly to business growth and new customer acquisitions. Marketing efforts are key to our ability to expand our customer base, reach new segments and grow in key global markets.


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CA Technologies Business Model
We generate revenue from the following sources: license fees — licensing our products on a right-to-use basis; maintenance fees — providing customer technical support and product enhancements; service fees — providing professional services such as product implementation, consulting, customer training and customer education; and SaaS offerings — typically licensed using a subscription fee. The timing and amount of fees recognized as revenue during a reporting period are determined in accordance with generally accepted accounting principles in the United States of America (GAAP). Revenue is reported net of applicable sales taxes.
Under our business model, we offer customers a wide range of licensing options. For traditional, on-premise licensing, we typically license to customers either perpetually or on a subscription basis for a specified term. Our customers also purchase maintenance and support services that provide technical support and any general product enhancements released during the maintenance period.
Under a perpetual license, the customer has the right to use the licensed program for an indefinite period of time upon payment of a one-time license fee. If the customer wants to receive maintenance, the customer is required to pay an additional annual maintenance fee.
Under a subscription license, the customer has the right to usage and maintenance of the licensed products during the term of the agreement. Under our flexible licensing terms, customers can license our software products under multi-year licenses, with most customers choosing terms of one-to-five years, although longer terms may sometimes be negotiated by customers in order to obtain greater cost certainty. Thereafter, the license generally renews for a similar period of time on similar terms and conditions, but subject to the customer’s payment of our then prevailing subscription license fee.
For our mainframe solutions, the majority of our licenses provide customers with the right to use one or more of our products up to a specific license capacity, generally measured in millions of instructions per second (MIPS). For these products, customers may acquire additional capacity during the term of a license by paying us an additional license fee. For our enterprise solutions, our licenses may provide customers with the right to use one or more of our products limited to a number of servers, users or copies, among other things. Customers may license these products for additional servers, users or copies, etc., during the term of a license by paying us an additional license fee.
Our services are typically delivered on a time-and-materials basis, but alternative pay arrangements, such as fixed fee or staff augmentations, can also be arranged.
SaaS is another delivery model we offer to our customers who prefer to utilize our technology off-premise with little to no infrastructure required. Our SaaS offerings are typically licensed using a subscription fee, most commonly on a monthly or annual basis.

Executive Summary
We concluded a year of significant transformation and strategic progress, which included the execution of our Fiscal 2014 Rebalancing Plan (Fiscal 2014 Plan), while shifting investment to new growth markets. During fiscal 2014, we continued to focus on financial and operational performance. Our Mainframe Solutions segment results for fiscal 2014 performed in line with our expectations, while our Enterprise Solutions segment performance remained inconsistent across most geographies and product lines.
A summary of key results for fiscal 2014 compared with fiscal 2013 is as follows:
Revenue:
Total revenue decreased $95 million, or 2% , as a result of a decline in subscription and maintenance revenue and a decline in software fees and other revenue. The decrease in subscription and maintenance revenue for fiscal 2014 compared with fiscal 2013 was primarily attributable to a decrease in fiscal 2014 and prior period enterprise solutions new product sales. In addition, there was an unfavorable foreign exchange effect of $37 million compared with fiscal 2013 .
Due to sales under-performance in fiscal 2014, we expect a year-over-year percentage decline in total revenue for fiscal 2015 compared with fiscal 2014 similar to or slightly below the year-over-year percentage decline in total revenue for fiscal 2014 compared with fiscal 2013. We expect year-over-year revenue growth to decline by a low-single-digit percentage in the first half of fiscal 2015 and to improve through the second half of fiscal 2015.
Bookings:
Total bookings increased 11% primarily as a result of a year-over-year increase in renewals within subscription and maintenance bookings, partially offset by a decrease in total new product and mainframe solutions capacity sales.
Mainframe solutions renewals, and to a lesser extent, enterprise solutions renewals, increased year-over-year primarily as a result of the timing of our renewal portfolio.

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Within total bookings, total new product and mainframe solutions capacity sales decreased by approximately 10% for fiscal 2014 compared with fiscal 2013 primarily due to a decrease in mainframe solutions capacity sales in the fourth quarter of fiscal 2014. Mainframe solutions new product sales decreased by a percentage in the low teens and capacity sales decreased in a mid-30% range. Enterprise solutions new product sales decreased by a mid-single-digit percentage.
We expect our fiscal 2015 renewal portfolio to decline by a high-single-digit percentage compared with fiscal 2014. Excluding the impact from a contract renewal with a large system integrator which occurred during fiscal 2014, we expect the value of our fiscal 2015 renewal portfolio to be consistent with the value of our fiscal 2014 renewal portfolio.
Expenses:
Total expenses before interest and income taxes increased 5% compared with the year-ago period, primarily due to expenses associated with the Fiscal 2014 Plan recognized within “Other (gains) expenses, net”, increases in product development and enhancements expenses and costs of licensing and maintenance. These increases were partially offset by a decrease in selling and marketing expenses, driven mostly by the lower number of employees involved in selling and marketing activities, and a decrease in amortization of capitalized software costs.
Product development and enhancements expenses increased as the amount capitalized for internally developed software costs decreased.
Income taxes:
Income tax expense for fiscal 2014 and fiscal 2013 was $140 million and $354 million , respectively. This decrease was primarily due to the favorable resolutions of uncertain tax positions relating to U.S. and non-U.S. jurisdictions.
Our fiscal 2014 and 2013 effective tax rate was 13.5% and 27.4%, respectively. We expect a full-year effective tax rate of about 30% for fiscal 2015.
Diluted income per common share:
Diluted income per common share from continuing operations decreased to $1.99 from $2.03 , primarily due to the decrease in revenue, partially offset by a decrease in income tax expense.
Segment results:
Mainframe Solutions revenue decreased compared with the year-ago period primarily due to an unfavorable foreign exchange effect. Excluding the effect of foreign exchange, Mainframe Solutions revenue would have increased slightly primarily as a result of improved renewal yields. Mainframe Solutions operating margin increased primarily as a result of a decrease in selling and marketing expenses.
Enterprise Solutions revenue decreased compared with the year-ago period primarily due to a decrease in new product sales in both the current and prior fiscal year. This decline in revenue was primarily from a decrease in sales of certain mature product lines, partially offset by an increase in sales of recently acquired products. Enterprise Solutions operating margin increased as a result of the decrease in selling and marketing expenses and product development and enhancement expenses during fiscal 2014.
Services revenue decreased slightly compared with fiscal 2013 primarily due to a decrease in engagements relating to customer education and government agencies. Operating margin for Services remained consistent for fiscal 2014 compared with fiscal 2013.
Cash flow from continuing operations:
Net cash provided by operating activities — continuing operations decreased 28% compared with the year-ago period primarily due to higher income tax payments of $176 million , payments associated with the Fiscal 2014 Plan of $108 million and an increase in internally developed software costs recognized as expense of approximately $125 million.
We expect cash flow from operations to increase by a percentage between the mid-single digits and the low teens for fiscal 2015 compared with fiscal 2014, primarily as a result of expected lower cash payments relating to income taxes and lower payments associated with the Fiscal 2014 Plan.
Discontinued Operations:
In the fourth quarter of fiscal 2014, the Company entered into a definitive agreement to divest its CA ERwin Data Modeling solution assets (ERwin). The Company expects to close the sale of ERwin during fiscal 2015. The results of these business operations are presented in income from discontinued operations for all periods.
The divestiture is part of our continued effort to rationalize our portfolio and further sharpen our focus on core capabilities, such as Management Cloud, application development and IT operations (DevOps) and Security across mainframe, distributed, cloud and mobile environments.


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Table of Contents


Performance Indicators
Management uses several quantitative and qualitative performance indicators to assess our financial results and condition. Each provides a measurement of the performance of our business and how well we are executing our plan.
Our predominantly subscription-based business model is less common among our competitors in the software industry and it may be difficult to compare the results for many of our performance indicators with those of our competitors. The following is a summary of the performance indicators that management uses to review performance:
 
 
Year Ended March 31,
 
Change
 
Percent Change
  
 
2014 (1)
 
2013 (1)
 
 
 
(dollars in millions)
 
 
Total revenue
 
$
4,515

 
$
4,610

 
$
(95
)
 
(2
)%
Income from continuing operations
 
$
899

 
$
939

 
$
(40
)
 
(4
)%
Cash provided by operating activities — continuing operations
 
$
997

 
$
1,390

 
$
(393
)
 
(28
)%
Total bookings
 
$
4,521

 
$
4,082

 
$
439

 
11
 %
Subscription and maintenance bookings
 
$
3,718

 
$
3,214

 
$
504

 
16
 %
Weighted average subscription and maintenance license agreement duration in years
 
3.35

 
3.27

 
0.08

 
2
 %
 
 
 
At March 31,
 
Change
 
Percent Change
  
 
2014
 
2013
 
 
 
(dollars in millions)
 
 
Cash, cash equivalents and short-term investments (2)
 
$
3,252

 
$
2,776

 
$
476

 
17
 %
Total debt
 
$
1,766

 
$
1,290

 
$
476

 
37
 %
Total expected future cash collections from committed contracts (1) (3)
 
$
5,155

 
$
5,169

 
$
(14
)
 
 %
Total revenue backlog (1) (3)
 
$
7,704

 
$
7,747

 
$
(43
)
 
(1
)%
Total current revenue backlog (1) (3)
 
$
3,542

 
$
3,545

 
$
(3
)
 
 %
(1)
Information presented excludes the results of our discontinued operations.
(2)
At March 31, 2014, short-term investments were less than $1 million. At March 31, 2013, short-term investments were $183 million.
(3)
Refer to the discussion in the “Liquidity and Capital Resources” section of this MD&A for additional information about expected future cash collections from committed contracts, billing backlog and revenue backlog.
Analyses of our performance indicators shown above and our segment performance can be found in the “Results of Operations” and “Liquidity and Capital Resources” sections of this MD&A.
Total Revenue Total revenue is the amount of revenue recognized during the reporting period from the sale of license, maintenance and professional services agreements. Amounts recognized as subscription and maintenance revenue are recognized ratably over the term of the agreement. Professional services revenue is generally recognized as the services are performed or recognized on a ratable basis over the term of the related software license. Software fees and other revenue generally represents license fee revenue recognized at the inception of a license agreement (up-front basis) and also includes our SaaS revenue, which is recognized as services are provided.
Total Bookings Total bookings, or sales, includes the incremental value of all subscription, maintenance and professional services contracts and software fees and other contracts entered into during the reporting period and is generally reflective of the amount of products and services during the period that our customers have agreed to purchase from us. Revenue for bookings attributed to sales of software products for which license fee revenue is recognized on an up-front basis is reflected in “Software fees and other” in our Consolidated Statements of Operations.
As our business strategy has evolved, our management looks within total bookings at renewal bookings, which we define as bookings attributable to the renewable value of a prior contract, ( i.e., the maintenance value and, in the case of non-perpetual licenses, the license value), and at total new product and mainframe solutions capacity sales, which we define as sales of products or mainframe solutions capacity that are new or in addition to products or mainframe solutions capacity previously contracted for by a customer. Mainframe solutions capacity and new product sales growth can be inconsistent on both a quarterly and annual basis. We believe the period-over-period change in mainframe solutions new sales and capacity combined is a more appropriate measure of performance. Starting in the first quarter of fiscal 2015, we will only provide total mainframe solutions new sales.

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The amount of new product and capacity sales for a period, as currently tracked by us, requires estimation by management and has not been historically reported. Within a given period, the amount of new product and capacity sales may not be material to the change in our total bookings or revenue compared with prior periods. New product and capacity sales can be reflected as subscription and maintenance bookings in the period (for which revenue would be recognized ratably over the term of the contract) or in software fees and other bookings (which are recognized as software fees and other revenue in the current period).
Subscription and Maintenance Bookings Subscription and maintenance bookings is the aggregate incremental amount we expect to collect from our customers over the terms of the underlying subscription and maintenance agreements entered into during a reporting period. These amounts include the sale of products directly by us and may include additional products, services or other fees for which we have not established vendor specific objective evidence (VSOE). Subscription and maintenance bookings also includes indirect sales by distributors and volume partners, value-added resellers and exclusive representatives to end-users, where the contracts incorporate the right for end-users to receive unspecified future software products, and other contracts without these rights entered into in close proximity or contemplation of such agreements. These amounts are expected to be recognized ratably as subscription and maintenance revenue over the applicable term of the agreements. Subscription and maintenance bookings excludes the value associated with perpetual licenses for which revenue is recognized on an up-front basis, SaaS offerings and professional services arrangements.
The license and maintenance agreements that contribute to subscription and maintenance bookings represent binding payment commitments by customers over periods that range generally from three to five years, although in certain cases customer commitments can be for longer or shorter periods. These current period bookings are often renewals of prior contracts that also had various durations, usually from three to five years. The amount of new subscription and maintenance bookings recorded in a period is affected by the volume, duration and value of contracts renewed during that period. Subscription and maintenance bookings typically increases in each consecutive quarter during a fiscal year, with the first quarter having the least bookings and the fourth quarter having the most bookings. However, subscription and maintenance bookings may not always follow the pattern of increasing in consecutive quarters during a fiscal year, and the quarter-to-quarter differences in subscription and maintenance bookings may vary. Given the varying durations of the contracts being renewed, year-over-year comparisons of bookings are not always indicative of the overall bookings trend.
Within bookings, we also consider the yield on our renewals. We define “renewal yield” as the percentage of the renewable value of a prior contract ( i.e., the maintenance value and, in the case of non-perpetual licenses, the license value) realized in current period bookings. The renewable value of a prior contract is an estimate affected by various factors including contractual renewal terms, price increases and other conditions. Beginning with the first quarter of fiscal 2014, we no longer consider price increases after December 31, 2012 as part of the renewable value of the prior period contract. Previously, the renewable portion of a contract would have to be renewed at the previous amount plus the amount of any price increases to be deemed to be renewed at 100%. Management made this change because it believes it provides a truer measure of our ability to renew the value of a prior contract. We estimate the aggregate renewal yield for a quarter based on a review of material transactions representing a substantial majority of the dollar value of renewals during the current period. There may be no correlation between year-over-year changes in bookings and year-over-year changes in renewal yield, since renewal yield is based on the renewable value of contracts of various durations, most of which are longer than one year.
Additionally, period-to-period changes in subscription and maintenance bookings do not necessarily correlate to changes in cash receipts. The contribution to current period revenue from subscription and maintenance bookings from any single license or maintenance agreement is relatively small, since revenue is recognized ratably over the applicable term for these agreements.
Weighted Average Subscription and Maintenance License Agreement Duration in Years The weighted average subscription and maintenance license agreement duration in years reflects the duration of all subscription and maintenance agreements executed during a period, weighted by the total contract value of each individual agreement. Weighted average subscription and maintenance license agreement duration in years can fluctuate from period to period depending on the mix of license agreements entered into during a period. Weighted average duration information is disclosed in order to provide additional understanding of the volume of our bookings.

26

Table of Contents


Total Revenue Backlog Total revenue backlog represents the aggregate amount we expect to recognize as revenue in the future as either subscription and maintenance revenue, professional services revenue or software fees and other revenue associated with contractually committed amounts billed or to be billed as of the balance sheet date. Total revenue backlog is composed of amounts recognized as liabilities in our Consolidated Balance Sheets as deferred revenue (billed or collected) as well as unearned amounts yet to be billed under subscription and maintenance and software fees and other agreements. Classification of amounts as current and noncurrent depends on when such amounts are expected to be earned and therefore recognized as revenue. Amounts that are expected to be earned and therefore recognized as revenue in 12 months or less are classified as current, while amounts expected to be earned in greater than 12 months are classified as noncurrent. The portion of the total revenue backlog that relates to subscription and maintenance agreements is recognized as revenue evenly on a monthly basis over the duration of the underlying agreements and is reported as subscription and maintenance revenue in our Consolidated Statements of Operations. Generally, we believe that an increase or decrease in the current portion of revenue backlog on a year-over-year basis is a favorable or unfavorable indicator of future subscription and maintenance revenue performance, respectively, due to the high percentage of our revenue that is recognized from license agreements that are already committed and being recognized ratably.
“Deferred revenue (billed or collected)” is composed of: (i) amounts received from customers in advance of revenue recognition and (ii) amounts billed but not collected for which revenue has not yet been earned.

Results of Operations
The following table presents revenue and expense line items reported in our Consolidated Statements of Operations for fiscal 2014 , 2013 and 2012 and the period-over-period dollar and percentage changes for those line items. These comparisons of past results are not necessarily indicative of future results.
 
 
Year Ended March 31,
 
Dollar Change
2014/2013
 
Percent Change
2014/2013
 
Dollar Change
2013/2012
 
Percent Change
2013/2012
  
 
2014 (1)
 
2013 (1)
 
2012 (1)
 
 
 
(dollars in millions)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subscription and maintenance
 
$
3,747

 
$
3,833

 
$
3,994

 
$
(86
)
 
(2
)%
 
$
(161
)
 
(4
)%
Professional services
 
379

 
382

 
382

 
(3
)
 
(1
)%
 

 
 %
Software fees and other
 
389

 
395

 
403

 
(6
)
 
(2
)%
 
(8
)
 
(2
)%
Total revenue
 
$
4,515

 
$
4,610

 
$
4,779

 
$
(95
)
 
(2
)%
 
$
(169
)
 
(4
)%
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs of licensing and maintenance
 
$
303

 
$
282

 
$
284

 
$
21

 
7
 %
 
$
(2
)
 
(1
)%
Cost of professional services
 
353

 
354

 
357

 
(1
)
 
 %
 
(3
)
 
(1
)%
Amortization of capitalized software costs
 
282

 
317

 
223

 
(35
)
 
(11
)%
 
94

 
42
 %
Selling and marketing
 
1,150

 
1,273

 
1,388

 
(123
)
 
(10
)%
 
(115
)
 
(8
)%
General and administrative
 
395

 
405

 
462

 
(10
)
 
(2
)%
 
(57
)
 
(12
)%
Product development and enhancements
 
587

 
489

 
509

 
98

 
20
 %
 
(20
)
 
(4
)%
Depreciation and amortization of other intangible assets
 
144

 
158

 
176

 
(14
)
 
(9
)%
 
(18
)
 
(10
)%
Other (gains) expenses, net
 
208

 
(5
)
 
15

 
213

 
NM

 
(20
)
 
(133
)%
Total expense before interest and income taxes
 
$
3,422

 
$
3,273

 
$
3,414

 
$
149

 
5
 %
 
$
(141
)
 
(4
)%
Income before interest and income taxes
 
$
1,093

 
$
1,337

 
$
1,365

 
$
(244
)
 
(18
)%
 
$
(28
)
 
(2
)%
Interest expense, net
 
54

 
44

 
35

 
10

 
23
 %
 
9

 
26
 %
Income before income taxes
 
$
1,039

 
$
1,293

 
$
1,330

 
$
(254
)
 
(20
)%
 
$
(37
)
 
(3
)%
Income tax expense
 
140

 
354

 
407

 
(214
)
 
(60
)%
 
(53
)
 
(13
)%
Income from continuing operations
 
$
899

 
$
939

 
$
923

 
$
(40
)
 
(4
)%
 
$
16

 
2
 %
(1)
Information presented excludes the results of our discontinued operations.

27



The following table sets forth, for the fiscal years indicated, the percentage of total revenue presented by the items in the accompanying Consolidated Statements of Operations.
 
 
Percentage of Total Revenue
for the Year Ended March 31,
  
 
2014
 
2013
 
2012
Revenue:
 
 
 
 
 
 
Subscription and maintenance
 
83
%
 
83
 %
 
84
%
Professional services
 
8

 
8

 
8

Software fees and other
 
9

 
9

 
8

Total revenue
 
100
%
 
100
 %
 
100
%
Expenses:
 
 
 
 
 
 
Costs of licensing and maintenance
 
7
%
 
6
 %
 
6
%
Cost of professional services
 
8

 
8

 
7

Amortization of capitalized software costs
 
6

 
7

 
5

Selling and marketing
 
25

 
28

 
29

General and administrative
 
9

 
9

 
10

Product development and enhancements
 
13

 
11

 
11

Depreciation and amortization of other intangible assets
 
3

 
3

 
4

Other (gains) expenses, net
 
5

 

 

Total expenses before interest and income taxes
 
76
%
 
71
 %
 
71
%
Income before interest and income taxes
 
24
%
 
29
 %
 
29
%
Interest expense, net
 
1

 
1

 
1

Income before income taxes
 
23
%
 
28
 %
 
28
%
Income tax expense
 
3

 
8

 
9

Income from continuing operations
 
20
%
 
20
 %
 
19
%
Note: Amounts may not add to their respective totals due to rounding.

Revenue
Total Revenue
As more fully described below, total revenue decreased in fiscal 2014 compared with fiscal 2013 and decreased in fiscal 2013 compared with fiscal 2012 . During fiscal 2014 , total revenue decreased primarily due to a decrease in subscription and maintenance revenue. In addition, during fiscal 2014, there was an unfavorable foreign exchange effect of $37 million compared with fiscal 2013 . During fiscal 2013, total revenue reflected an unfavorable foreign exchange effect of $95 million compared with fiscal 2012 and a decrease in subscription and maintenance revenue.
Due to sales under-performance in fiscal 2014, we expect a year-over-year percentage decline in total revenue for fiscal 2015 compared with fiscal 2014 similar to or slightly below the year-over-year percentage decline in total revenue for fiscal 2014 compared with fiscal 2013. We expect year-over-year revenue growth to decline by a low-single-digit percentage in the first half of fiscal 2015 and improve through the second half of fiscal 2015.
Subscription and Maintenance
Subscription and maintenance revenue is the amount of revenue recognized ratably during the reporting period from: (i) subscription license agreements that were in effect during the period, generally including maintenance that is bundled with and not separately identifiable from software usage fees or product sales, (ii) maintenance agreements associated with providing customer technical support and access to software fixes and upgrades that are separately identifiable from software usage fees or product sales, and (iii) license agreements bundled with additional products, maintenance or professional services for which VSOE has not been established. These amounts include the sale of products directly by us, as well as by distributors and volume partners, value-added resellers and exclusive representatives to end-users, where the contracts incorporate the right for end-users to receive unspecified future software products, and other contracts entered into in close proximity or contemplation of such agreements.

28



The decrease in subscription and maintenance revenue for fiscal 2014 compared with fiscal 2013 was primarily attributable to a decrease in fiscal 2014 and prior period enterprise solutions new product sales. For fiscal 2014, this unfavorable effect of fiscal 2014 and prior period sales was partially offset by a higher renewal yield. In addition, the increased percentage of bookings recognized as software fees and other revenue during fiscal 2013 had an unfavorable effect on subscription and maintenance revenue. This is a result of the product software fees and other bookings being recognized as revenue on an up-front basis in the period in which they are recorded and not recognized ratably over the life of the contract. If the percentage of these bookings increases in the future, this will continue to have an unfavorable effect on subscription and maintenance revenue. There was also an unfavorable foreign exchange effect of $29 million for fiscal 2014 .
The decrease in subscription and maintenance revenue for fiscal 2013 compared with fiscal 2012 was primarily attributable to an unfavorable foreign exchange effect of $82 million. The decrease in subscription and maintenance revenue was also attributable to a decrease in both current and prior period new product and mainframe solutions capacity sales. In addition, the increased percentage of bookings recognized as software fees and other revenue during fiscal 2013 had an unfavorable effect on subscription and maintenance revenue.
Professional Services
Professional services revenue primarily includes product implementation, consulting, customer education and customer training. Professional services revenue for fiscal 2014 decreased slightly compared with fiscal 2013 primarily due to a decrease in engagements relating to customer education and government agencies. Partially offsetting this decrease was an increase in engagements associated with large renewals that occurred earlier in fiscal 2014 and in the fourth quarter of fiscal 2013.
Professional services revenue for fiscal 2013 was consistent with fiscal 2012.
Software Fees and Other
Software fees and other revenue consists primarily of revenue that is recognized on an up-front basis. This includes revenue associated with enterprise solutions products sold on an up-front basis directly by our sales force or through transactions with distributors and volume partners, value-added resellers and exclusive representatives (sometimes referred to as our “indirect” or “channel” revenue). It also includes our SaaS revenue, which is recognized as the services are provided, generally ratably over the term of the SaaS arrangement, rather than up-front.
Software fees and other revenue decreased for fiscal 2014 compared with fiscal 2013 primarily as a result of a decrease of $13 million in sales of enterprise solutions products recognized on an up-front basis. This decrease was partially offset by an increase in revenue from our SaaS offerings.
Software fees and other revenue decreased for fiscal 2013 compared with fiscal 2012 primarily due to $39 million in revenue we recognized under a license agreement in connection with a litigation settlement with Rocket Software, Inc. (Rocket) which occurred in the third quarter of fiscal 2012. Rocket did not admit any wrongdoing in connection with this settlement. As part of this settlement, Rocket agreed to license technology from us, including source code authored several years ago and related trade secrets that were the subject of the litigation. This decrease was partially offset by an increase of $24 million in revenue from our SaaS offerings and an increase of $6 million in revenue from our perpetual enterprise solutions products.
Total Revenue by Geography
The following table presents the amount of revenue earned from sales to unaffiliated customers in the United States and international regions and corresponding percentage changes for fiscal 2014 , 2013 and 2012 .
 
 
Fiscal 2014
Compared With
Fiscal 2013
 
Fiscal 2013
Compared With
Fiscal 2012
 
 
(dollars in millions)
  
 
2014 (1)
 
% Of Total
 
2013 (1)
 
% Of Total
 
%
Change
 
2013 (1)
 
% Of Total
 
2012 (1)
 
% Of Total
 
%
Change
United States
 
$
2,677

 
59
%
 
$
2,716

 
59
%
 
(1
)%
 
$
2,716

 
59
%
 
$
2,779

 
58
%
 
(2
)%
International
 
1,838

 
41
%
 
1,894

 
41
%
 
(3
)%
 
1,894

 
41
%
 
2,000

 
42
%
 
(5
)%
Total
 
$
4,515

 
100
%
 
$
4,610

 
100
%
 
(2
)%
 
$
4,610

 
100
%
 
$
4,779

 
100
%
 
(4
)%
(1)
Information presented excludes the results of our discontinued operations.

29



Revenue in the United States decreased by $39 million , or 1% , for fiscal 2014 compared with fiscal 2013 primarily due to a decrease in subscription and maintenance revenue, as described above. International revenue decreased by $56 million , or 3% , for fiscal 2014 compared with fiscal 2013 , primarily due to an unfavorable foreign exchange effect of $37 million . Excluding the unfavorable foreign exchange effect, revenue declined in all regions except the Latin America region.
Revenue in the United States decreased by $63 million, or 2%, for fiscal 2013 compared with fiscal 2012 primarily due to a decrease in subscription and maintenance revenue, as described above. International revenue decreased by $106 million, or 5%, for fiscal 2013 compared with fiscal 2012, primarily due to an unfavorable foreign exchange effect of $95 million. Excluding the unfavorable foreign exchange effect, revenue declined in all regions except the Latin America region.
Price changes do not have a material effect on revenue in a given period as a result of our ratable subscription model.

Expenses
Operating expenses for fiscal 2014 increased compared with fiscal 2013 primarily as a result of our Fiscal 2014 Plan. The Fiscal 2014 Plan comprises the termination of more than 1,800 employees and global facilities consolidations. We intend to fill a majority of the positions involved in the Fiscal 2014 Plan with new employees that have skills to enable us to better focus our resources on priority products and market segments. The Fiscal 2014 Plan includes streamlining our sales structure to eliminate redundancies while maintaining our focus on customers. In addition, we have consolidated our development sites into development hubs to promote collaboration and agile development. Severance and facility consolidation actions under the Fiscal 2014 Plan were substantially completed by the end of fiscal 2014. Costs associated with the Fiscal 2014 Plan are included in the “Other (gains) expenses, net” line of our Consolidated Statements of Operations. Operating expenses for fiscal 2014 were also unfavorably affected by an increase in product development and enhancements expenses and costs of licensing and maintenance. Partially offsetting these increases in operating expenses was a decrease in selling and marketing expenses, primarily driven by the lower number of employees involved in selling and marketing activities and amortization of capitalized software costs. In the first quarter of fiscal 2013, there was $35 million of income from an intellectual property transaction recognized in “Other (gains) expenses, net,” in addition to an impairment recorded in the fourth quarter of fiscal 2013 of $55 million relating to purchased software.
Operating expenses for fiscal 2013 decreased compared with fiscal 2012 due to a decrease in selling and marketing expenses, a decrease in general and administrative expenses, a favorable effect of foreign exchange on operating expenses, a decrease in severance costs and a decrease of $20 million due to a change in our employee vacation benefits. As noted above, there was $35 million of income from an intellectual property transaction recognized in “Other (gains) expenses, net” in the first quarter of fiscal 2013. Partially offsetting these decreases was an increase in amortization of capitalized software costs.
Costs of Licensing and Maintenance
Costs of licensing and maintenance include technical support, royalties, and other manufacturing and distribution costs. The increase in costs of licensing and maintenance for fiscal 2014 compared with fiscal 2013 was primarily attributable to the addition of technical support personnel in connection with the Fiscal 2014 Plan.
Costs of licensing and maintenance for fiscal 2013 were consistent with fiscal 2012.
Cost of Professional Services
Cost of professional services consists primarily of our personnel-related costs associated with providing professional services and training to customers. Cost of professional services for fiscal 2014 was consistent with fiscal 2013 and operating margin for professional services was 7% for each of fiscal 2014 and fiscal 2013.
Cost of professional services for fiscal 2013 was consistent with fiscal 2012 and operating margin for professional services was 7% for each of fiscal 2013 and fiscal 2012.
Operating margin for professional services does not include certain additional direct costs that are included within the Services segment (see “Performance of Segments” below). Expenses for the Services segment consist of cost of professional services and other direct costs included within selling and marketing and general and administrative expenses.
Amortization of Capitalized Software Costs
Amortization of capitalized software costs consists of the amortization of both purchased software and internally generated capitalized software development costs. Internally generated capitalized software development costs relate to new products and significant enhancements to existing software products that have reached the technological feasibility stage.
We evaluate the useful lives and recoverability of capitalized software and other intangible assets when events or changes in circumstances indicate that an impairment may exist. These evaluations require complex assumptions about key factors such as future customer demand, technology trends and the impact of those factors on the technology we acquire and develop for our products. Impairments or revisions to useful lives could result from the use of alternative assumptions that reflect reasonably possible outcomes related to future customer demand or technology trends for assets within the Enterprise Solutions segment.

30



The decrease in amortization of capitalized software costs for fiscal 2014 compared with fiscal 2013 was primarily due to an impairment recorded in the fourth quarter of fiscal 2013 of $55 million relating to purchased software (see Note 6, “Long Lived Assets,” in the Notes to the Consolidated Financial Statements for additional information), partially offset by an increase in software development projects that have reached general availability in recent periods and amortization from assets acquired from recent acquisitions.
Our product offerings and go-to-market strategy continue to evolve to include solutions and product suites that may be delivered either on-premise or via SaaS or cloud platforms. We expect our product offerings to continue to become available to customers at more frequent intervals than our historical release cycles. We have adopted the Agile development methodologies, which are characterized by a more dynamic development process with more frequent revisions to a product release’s features and functions as the software is being developed. These factors resulted in our commencing capitalization much later in the development life cycle. As a result, product development and enhancements expenses have increased in fiscal 2014 as the amount capitalized for internally developed software costs decreased. In the future, the amount to be capitalized for internally developed software costs is not expected to be significant. As a result, future amortization of capitalized software costs is expected to decrease.
The increase in amortization of capitalized software costs for fiscal 2013 compared with fiscal 2012 was due to the afore-mentioned impairment recorded in the fourth quarter of fiscal 2013 of $55 million relating to purchased software, as well as an increase in software development projects that have reached general availability in recent periods and amortization from assets acquired from our fiscal 2012 acquisitions.
Selling and Marketing
Selling and marketing expenses include the costs relating to our sales force, channel partners, corporate and business marketing and customer training programs. For fiscal 2014, the decrease in selling and marketing expenses compared with fiscal 2013 was primarily attributable to a decrease in personnel-related costs of $150 million due to a reduced headcount as a result of the Fiscal 2014 Plan and prior year workforce reduction actions, as well as a decrease in commission expense due to lower new sales during fiscal 2014. These decreases were partially offset by a $46 million increase in our marketing initiatives for fiscal 2014 compared with fiscal 2013.
For fiscal 2013, the decrease in selling and marketing expenses compared with fiscal 2012 was attributable to a decrease in personnel-related costs of $42 million, a favorable foreign exchange effect of $24 million, a decrease in commission expense of $22 million, a decrease in severance costs of $17 million, and a decrease in promotion expense of $17 million. The decrease in the personnel-related and promotion expenses was primarily attributable to our cost containment efforts.
General and Administrative
General and administrative expenses include the costs of corporate and support functions, including our executive leadership and administration groups, finance, legal, human resources, corporate communications and other costs such as provisions for doubtful accounts.
For fiscal 2014, general and administrative expenses decreased compared with fiscal 2013, primarily due to a favorable foreign exchange effect of $7 million.
For fiscal 2013, general and administrative expenses decreased compared with fiscal 2012, primarily due to a decrease in costs associated with external consultants of $24 million, a favorable foreign exchange effect of $10 million and a decrease in severance costs of $8 million. The decrease in external consultants expenses was primarily attributable to our cost containment efforts.
Product Development and Enhancements
For fiscal 2014 and fiscal 2013, product development and enhancements expenses represented 13% and 11% of total revenue, respectively. The increase in product development and enhancements expenses was attributable to the decrease in capitalized software development costs of approximately $128 million (see “Amortization of Capitalized Software Costs” above), partially offset by a decrease in personnel-related costs from a reduced headcount as a result of the Fiscal 2014 Plan and prior year workforce reduction actions.
For fiscal 2013 and fiscal 2012, product development and enhancements expenses represented 11% of total revenue. The slight decrease in product development and enhancements expenses for fiscal 2013 compared with fiscal 2012 was primarily attributable to a decrease in personnel-related costs. These decreases were partially offset by a decrease in the proportion of expenditures that were capitalized during fiscal 2013 compared with fiscal 2012.
Product development and enhancements expenses are expected to increase in future periods as the amount of capitalized software development costs decreases (see “Amortization of Capitalized Software Costs” above).

31



Depreciation and Amortization of Other Intangible Assets
The decrease in depreciation and amortization of other intangible assets for fiscal 2014 compared with fiscal 2013 was primarily due to a decrease in depreciation expense, which was primarily as a result of property and equipment that became fully depreciated in the first quarter of fiscal 2014. This decrease was partially offset by an increase in amortization of other intangible assets acquired from recent acquisitions.
The decrease in depreciation and amortization of other intangible assets for fiscal 2013 compared with fiscal 2012 was primarily due to acquired intangible assets that became fully amortized.
Other (Gains) Expenses, Net
The summary of other (gains) expenses, net was as follows:
 
 
Year Ended March 31,
(in millions)
 
2014
 
2013
 
2012
Fiscal 2014 Plan
 
$
171

 
$

 
$

Legal settlements
 
29

 
18

 
9

(Gains) losses from foreign exchange derivative contracts
 
(20
)
 
11

 
(3
)
Losses from foreign exchange rate fluctuations
 
38

 
1

 
7

Assignment of rights to intellectual property
 

 
(35
)
 

Other miscellaneous items
 
(10
)
 

 
2

Total
 
$
208

 
$
(5
)
 
$
15

For fiscal 2014, other (gains) expenses, net includes a foreign currency loss of $6 million relating to the remeasurement of monetary assets and liabilities of our Venezuelan subsidiary. This loss arose from our use of exchange rates from the Venezuelan government’s most recent auction-based exchange rate program, the Complementary System for Foreign Currency Administration rate. As of March 31, 2014, our net monetary assets in Venezuela are less than $10 million and could be subject to further foreign currency losses. However, while the amounts and timing of these potential losses are unknown, they are not expected to materially affect our financial position or operating results.
For fiscal 2013, other (gains) expenses, net included a transaction in the first quarter of fiscal 2013 to assign the rights of certain of our intellectual property assets to a large technology company for $35 million as part of an effort to more fully utilize our intellectual property assets. We will continue to have the ability to use these intellectual property assets in current and future product offerings.
Interest Expense, Net
Interest expense, net for fiscal 2014 increased compared with fiscal 2013 primarily as a result of additional interest expense relating to our debt offering that occurred during the second quarter of fiscal 2014.
The increase in interest expense, net for fiscal 2013 compared with fiscal 2012 was primarily attributable to a decrease in interest income due to lower interest rates and lower cash balances in the current period.
Refer to the “Liquidity and Capital Resources” section of this MD&A and Note 8, “Debt,” in the Notes to the Consolidated Financial Statements for additional information.
Income Taxes
Income tax expense for fiscal 2014 , 2013 and 2012 was $140 million , $354 million and $407 million , respectively. Our effective tax rate was 13.5%, 27.4% and 30.6%, for fiscal 2014 , 2013 and 2012 , respectively. We expect a full-year effective tax rate of about 30% for fiscal 2015.
The reduction in the effective tax rate for fiscal 2014, compared with fiscal 2013, resulted primarily from favorable resolutions of uncertain tax positions relating to U.S. and non-U.S. jurisdictions (including the completion of the examination of our U.S. federal income tax returns for the tax years ended March 31, 2005, 2006 and 2007). These items taken together resulted in a net benefit of $168 million for fiscal 2014.
The reduction in the effective tax rate for fiscal 2013, compared with fiscal 2012, resulted primarily from resolutions of uncertain tax positions relating to U.S. and non-U.S. jurisdictions (including the completion of the examination of our U.S. federal income tax returns for the tax years ended March 31, 2008, 2009 and 2010) and the retroactive reinstatement of the U.S. Research and Development Tax Credit in January 2013, partially offset by refinements of tax positions taken for prior periods. These items taken together resulted in a net benefit of $63 million for fiscal 2013.
The reduction in the effective tax rate for fiscal 2012, compared with fiscal 2011, resulted primarily from the recognition of tax benefits related to an investment in a foreign subsidiary and a decrease in the valuation allowance for state net operating loss carryforwards due to a change in forecasted state taxable income. These items taken together resulted in a net benefit of $36 million for fiscal 2012.

32



No provision has been made for U.S. federal income taxes on $2,349 million and $2,220 million at March 31, 2014 and 2013 , respectively, of unremitted earnings of our foreign subsidiaries since we plan to permanently reinvest all such earnings outside the United States. It is not practicable to determine the amount of tax associated with such unremitted earnings.
In November 2013, we received a tax assessment of Brazilian reais 211 million (which translated to $93 million at March 31, 2014), including interest and penalties, from the Brazilian tax authority relating to fiscal 2008-2013. The assessment included a report of findings in connection with the examination. We disagree with the proposed adjustments in the assessment and intend to vigorously dispute these matters through applicable administrative and judicial procedures, as appropriate. While we believe that we will ultimately prevail, if the assessment is not resolved in our favor, it would have an impact on our consolidated financial position, cash flows or results of operations. We do not believe it is reasonably possible that the amount of unrecognized tax benefits for this matter will significantly increase or decrease within the next 12 months.
Refer to Note 15, “Income Taxes,” in the Notes to the Consolidated Financial Statements for additional information.
Discontinued Operations
In the fourth quarter of fiscal 2014, the Company entered into a definitive agreement to divest its CA ERwin Data Modeling solution assets (ERwin). The Company expects to close the sale of ERwin during fiscal 2015. The results of discontinued operations for fiscal 2014 , 2013 and 2012 included revenue of $32 million , $33 million and $35 million , respectively, and income from operations, net of taxes, of $15 million , $16 million and $15 million , respectively.
In the first quarter of fiscal 2012, we sold our Internet Security business for $14 million. The results of discontinued operations for fiscal 2012 included revenue of $15 million and income from operations, net of taxes, of $13 million .
Refer to Note 3, “Divestitures,” in the Notes to the Consolidated Financial Statements for additional information.

Performance of Segments
Our Mainframe Solutions and Enterprise Solutions segments comprise our software business organized by the nature of our software offerings and the platform on which the products operate. The Mainframe Solutions segment products help customers and partners transform mainframe management, gain more value from existing technology and extend mainframe capabilities. Our Enterprise Solutions segment consists of various product offerings, including: DevOps, which helps customers unite application development and IT operations; Management Cloud, where we help customers optimize investments, projects, resources and processes; and Security, which includes identity and access management. The Services segment comprises product implementation, consulting, customer education and customer training. These services include those directly related to our mainframe solutions and enterprise solutions.
We regularly enter into a single arrangement with a customer that includes mainframe solutions, enterprise solutions and services. The amount of contract revenue assigned to segments is generally based on the manner in which the proposal is made to the customer. The software product revenue is assigned to the Mainframe Solutions and Enterprise Solutions segments based on either: (1) a list price allocation method (which allocates a discount in the total contract price to the individual products in proportion to the list price of the product); (2) allocations included within internal contract approval documents; or (3) the value for individual software products as stated in the customer contract. The price for the implementation, consulting, education and training services is separately stated in the contract and these amounts of contract revenue are assigned to the Services segment. The contract value assigned to each operating segment is then recognized in a manner consistent with the revenue recognition policies we apply to the customer contract for purposes of preparing our Consolidated Financial Statements.
Segment expenses include costs that are controllable by segment managers ( i.e. , direct costs) and, in the case of the Mainframe Solutions and Enterprise Solutions segments, an allocation of shared and indirect costs ( i.e. , allocated costs). Segment-specific direct costs include a portion of selling and marketing costs, licensing and maintenance costs, product development costs, general and administrative costs and amortization of the cost of internally developed software. Allocated segment costs primarily include indirect and non-segment-specific direct selling and marketing costs and general and administrative costs that are not directly attributable to a specific segment. The basis for allocating shared and indirect costs between the Mainframe Solutions and Enterprise Solutions segments is dependent on the nature of the cost being allocated and is either in proportion to segment revenues or in proportion to the related direct cost category. Expenses for the Services segment consist of cost of professional services and other direct costs included within selling and marketing and general and administrative expenses. There are no allocated or indirect costs for the Services segment.
Segment expenses do not include share-based compensation expense; amortization of purchased software; amortization of other intangible assets; costs associated with our Fiscal 2014 Plan; and other miscellaneous costs. Additionally, starting in the first quarter of fiscal 2014, the measure of segment expenses and segment profit was revised by the Chief Operating Decision Maker, who is our Chief Executive Officer, to treat all costs of internal software development as segment expense in the period the costs are incurred and as a result, we will add back capitalized internal software costs and exclude amortization of internally developed software costs previously capitalized from segment expenses. Prior period segment expense and profit information has been revised to present segment profit and expense on a consistent basis. A measure of segment assets is not currently provided to our Chief Executive Officer and has therefore not been disclosed.

33



Segment financial information for fiscal 2014 , 2013 and 2012 is as follows:
Mainframe Solutions
 
Fiscal 2014 (1)
 
Fiscal 2013 (1)
 
Fiscal 2012 (1)
Revenue
 
$
2,478

 
$
2,489

 
$
2,612

Expenses
 
987

 
1,028

 
1,157

Segment profit
 
$
1,491

 
$
1,461

 
$
1,455

Segment operating margin
 
60
%
 
59
%
 
56
%
(1)
Information presented excludes the results of our discontinued operations.
For fiscal 2014, Mainframe Solutions revenue decreased compared with the year-ago period primarily due to an unfavorable foreign exchange effect of $18 million. Excluding the effect of foreign exchange, Mainframe Solutions revenue would have increased slightly primarily as a result of improved renewal yields. The increase in Mainframe Solutions operating margin for fiscal 2014 compared with fiscal 2013 was primarily a result of a decrease in selling and marketing expense as result of lower personnel expenses.
The decrease in Mainframe Solutions revenue for fiscal 2013 compared with fiscal 2012 was driven primarily by an unfavorable foreign exchange effect of $56 million, the aforementioned $39 million in revenue recognized in connection with the Rocket settlement and lower mainframe solutions new product and capacity sales in prior periods. The increase in Mainframe Solutions operating margin for fiscal 2013 compared with fiscal 2012 was primarily a result of the decrease in selling and marketing expenses, a favorable effect of foreign exchange on operating expenses, a decrease in general and administrative expenses and a decrease in severance costs.
Enterprise Solutions
 
Fiscal 2014 (1)
 
Fiscal 2013 (1)
 
Fiscal 2012 (1)
Revenue
 
$
1,658

 
$
1,739

 
$
1,785

Expenses
 
1,514

 
1,599

 
1,691

Segment profit
 
$
144

 
$
140

 
$
94

Segment operating margin
 
9
%
 
8
%
 
5
%
(1)
Information presented excludes the results of our discontinued operations.
Enterprise Solutions revenue for fiscal 2014 decreased compared with fiscal 2013 primarily due to a decrease in new product sales in both the current and prior fiscal year. This decline in revenue was primarily due to a decrease in sales of certain mature product lines, partially offset by an increase in sales of recently acquired products. There was also an unfavorable foreign exchange effect of $17 million compared with the year-ago period. Enterprise Solutions operating margin for fiscal 2014 increased as a result of the decrease in selling and marketing expenses and product development and enhancement expenses during fiscal 2014. Fiscal 2013 included income from the aforementioned $35 million intellectual property transaction.
Enterprise Solutions revenue for fiscal 2013 decreased compared with fiscal 2012 primarily due to an unfavorable foreign exchange effect of $32 million and lower new product sales from prior periods. Within Enterprise Solutions revenue, there was a decrease in revenue from our service assurance, automation and data management products, partially offset by an increase in revenue attributable to our ITKO and Nimsoft products. Enterprise Solutions operating margin for fiscal 2013 compared with fiscal 2012 increased as a result of the income from the aforementioned $35 million intellectual property transaction in the first quarter of fiscal 2013, which contributed two percentage points to operating margin in fiscal 2013, as well as a decrease in severance costs compared with fiscal 2012. These favorable items were offset by our additional investments in ITKO and Nimsoft products.
Services
 
Fiscal 2014
 
Fiscal 2013
 
Fiscal 2012
Revenue
 
$
379

 
$
382

 
$
382

Expenses
 
357

 
358

 
359

Segment profit
 
$
22

 
$
24

 
$
23

Segment operating margin
 
6
%
 
6
%
 
6
%
Services segment expenses include cost of professional services and assigned general and administrative expenses that are not included in the cost of professional services expense lines of the Consolidated Statement of Operations.
Services revenue for fiscal 2014 decreased compared with fiscal 2013 primarily due to a decrease in engagements relating to customer education and government agencies. Operating margin for Services remained consistent for fiscal 2014 compared with fiscal 2013.
For fiscal 2013, Services revenue, expenses and operating margin remained consistent compared with fiscal 2012.

34



Refer to Note 17, “Segment and Geographic Information,” in the Notes to the Consolidated Financial Statements for additional information.

Bookings
For fiscal 2014 and fiscal 2013, total bookings were $4,521 million and $4,082 million , respectively. The increase in bookings was primarily due to a year-over-year increase in renewals within subscription and maintenance bookings, partially offset by a decrease in total new product and mainframe solutions capacity sales.
Mainframe solutions renewals, and to a lesser extent, enterprise solutions renewals, increased year-over-year primarily as a result of the timing of our renewal portfolio.
Within total bookings, total new product and mainframe solutions capacity sales decreased by approximately 10% for fiscal 2014 compared with fiscal 2013 primarily due to a decrease in mainframe solutions capacity sales in the fourth quarter of fiscal 2014. Excluding the unfavorable effect of foreign exchange, total new product and mainframe solutions capacity sales decreased by a high-single-digit percentage. Mainframe solutions new product sales decreased by a percentage in the low teens and capacity sales decreased by a mid-30% range. Mainframe solutions capacity and new product sales growth can be inconsistent on both a quarterly and annual basis. We believe the period-over-period change in mainframe solutions new sales and capacity combined is a more appropriate measure of performance. Starting in the first quarter of fiscal 2015, we will only provide total mainframe solutions new sales. For fiscal 2014, mainframe solutions new sales including capacity were down in the mid 20% range. The decrease in mainframe solutions new product sales was due to several factors, including: the composition of the renewal portfolio as compared with the prior year, which included a more than $200 million contract with a U.S. government agency in the fourth quarter of fiscal 2013 having a large amount of mainframe capacity; and improved price performance realized by customers on capacity. Overall, we expect the percentage growth of our mainframe solutions revenue to perform in line with the mainframe industry. Enterprise solutions new product sales decreased by a mid-single-digit percentage primarily due to a decline in sales from certain mature product lines, partially offset by an increase in sales of recently acquired products. Total new product and mainframe solutions capacity sales decreased in all regions.
Total bookings in fiscal 2014 compared with the year-ago period increased in all regions, except in the Asia Pacific Japan region. In fiscal 2014 compared with the year-ago period, total bookings increased in the Europe, Middle East and Africa region primarily as a result of several large contract renewals.
For fiscal 2013 and fiscal 2012, total bookings were $4,082 million and $4,632 million, respectively. The decrease in total bookings was primarily a result of a year-over-year decline in mainframe solutions renewals, enterprise and mainframe solutions new product sales and mainframe solutions capacity sales reflected in subscription and maintenance bookings and to a lesser extent a decrease in professional services bookings. This decrease was slightly offset by an increase in software fees and other bookings that are or will be recognized as software fees and other revenue and were primarily driven by growth in our SaaS offerings. For fiscal 2012, software fees and other bookings included the aforementioned $39 million recognized in connection with the Rocket settlement.
Mainframe solutions new product and capacity sales were down in fiscal 2013 compared with fiscal 2012 primarily due to lower renewals. Enterprise solutions new product sales declined primarily due to our lower-than expected sales of new products outside of our renewal process. Bookings performance was also negatively affected by a difficult macroeconomic environment. During the first quarter of fiscal 2013, bookings performance was unexpectedly disrupted by our efforts to align our sales force to execute our customer segmented go-to-market initiative.
In fiscal 2013, total bookings decreased compared with fiscal 2012 in the United States and Europe, Middle East and Africa regions and increased in the Asia Pacific Japan and Latin America regions. Total new product and mainframe solutions capacity sales in fiscal 2013 declined by approximately 20% compared with fiscal 2012. Within these bookings, new product and capacity sales decreased in all regions except in the Asia Pacific Japan region.
Subscription and Maintenance Bookings
For fiscal 2014 and fiscal 2013, subscription and maintenance bookings were $3,718 million and $3,214 million , respectively. The increase in subscription and maintenance bookings was primarily attributable to an increase in our renewals.
During fiscal 2014, we executed a total of 54 license agreements with incremental contract values in excess of $10 million each, for an aggregate contract value of $1,973 million . During fiscal 2013, we executed a total of 52 license agreements with incremental contract values in excess of $10 million each, for an aggregate contract value of $1,514 million.
For fiscal 2013 and fiscal 2012, subscription and maintenance bookings were $3,214 million and $3,753 million, respectively. The decrease in subscription and maintenance bookings was primarily attributable to lower mainframe solutions renewals, and lower enterprise and mainframe solutions new product sales and mainframe solutions capacity sales reflected in subscription and maintenance bookings. Within renewals, the decrease in mainframe solutions renewals was primarily attributable to the composition of the renewal portfolio. This decrease was partially offset by an increase in enterprise solutions renewals.

35



Mainframe solutions renewals, and to a lesser extent, enterprise solutions renewals, increased year-over-year. The value of our fiscal 2014 renewals increased in the mid-20% range compared with fiscal 2013. Excluding the aforementioned contract renewal with a large system integrator, the value of our fiscal 2014 renewals would have increased by a percentage in the low teens. This increase was primarily due to a higher dollar value of contract renewals in fiscal 2014 compared with fiscal 2013 and also was a result of certain renewals closing prior to their scheduled expiration dates. A renewal can close before its scheduled renewal date for a number of reasons, including customer preference, customer needs for additional products or capacity, or our preference. The level of contracts closed prior to scheduled expiration dates and the reasons for such closings can vary from quarter to quarter. For the fourth quarter of fiscal 2014, our percentage renewal yield was in the mid-90 percent range. Our percentage renewal yield was above 90 percent for each quarter of fiscal 2014. There was not a material difference between this renewal yield percentage and the renewal yield percentage as it would have been calculated under our previous methodology. We expect our fiscal 2015 renewal portfolio to decline by a high-single-digit percentage compared with fiscal 2014. Excluding the impact from a contract renewal with a large system integrator which occurred during fiscal 2014, we expect the value of our fiscal 2015 renewal portfolio to be consistent with the value of our fiscal 2014 renewal portfolio.
Annualized subscription and maintenance bookings is an indicator that normalizes the bookings recorded in the current period to account for contract length. It is calculated by dividing the total value of all new subscription and maintenance license agreements entered into during a period by the weighted average subscription and license agreement duration in years for all such subscription and maintenance license agreements recorded during the same period. Annualized subscription and maintenance bookings increased from $983 million in fiscal 2013 to $1,110 million in fiscal 2014 due to the increase in subscription and maintenance bookings from fiscal 2013 to fiscal 2014. The weighted average subscription and maintenance license agreement duration in years increased from 3.27 in fiscal 2013 to 3.35 in fiscal 2014.
Although each contract is subject to terms negotiated by the respective parties, we do not expect the weighted average subscription and maintenance agreement duration in years to change materially from historical levels for end-user contracts.


36



Selected Quarterly Information
 
 
Fiscal 2014 Quarter Ended
 
Total (1)
  
 
June 30 (1)
 
September 30 (1)
 
December 31 (1)
 
March 31 (1)
 
 
 
(dollars in millions, except per share amounts)
Revenue
 
$
1,120

 
$
1,132

 
$
1,155

 
$
1,108

 
$
4,515

Percentage of annual revenue
 
25
%
 
25
%
 
25
%
 
25
%
 
100
%
Costs of licensing and maintenance
 
$
70

 
$
73

 
$
78

 
$
82

 
$
303

Cost of professional services
 
$
88

 
$
88

 
$
88

 
$
89

 
$
353

Amortization of capitalized software costs
 
$
69

 
$
72

 
$
72

 
$
69

 
$
282

Income from continuing operations
 
$
331

 
$
236

 
$
228

 
$
104

 
$
899

Basic income per common share from continuing operations
 
$
0.73

 
$
0.52

 
$
0.51

 
$
0.23

 
$
2.00

Diluted income per common share from continuing operations
 
$
0.73

 
$
0.52

 
$
0.50

 
$
0.23

 
$
1.99

 
 
Fiscal 2013 Quarter Ended
 
Total (1)
  
 
June 30 (1)
 
September 30 (1)
 
December 31 (1)
 
March 31 (1)
 
 
 
(dollars in millions, except per share amounts)
Revenue
 
$
1,137

 
$
1,144

 
$
1,186

 
$
1,143

 
$
4,610

Percentage of annual revenue
 
24
%
 
25
%
 
26
%
 
25
%
 
100
%
Costs of licensing and maintenance
 
$
68

 
$
69

 
$
71

 
$
74

 
$
282

Cost of professional services
 
$
86

 
$
88

 
$
92

 
$
88

 
$
354

Amortization of capitalized software costs (2)
 
$
64

 
$
67

 
$
65

 
$
121

 
$
317

Income from continuing operations
 
$
236

 
$
218

 
$
247

 
$
238

 
$
939

Basic income per common share from continuing operations
 
$
0.50

 
$
0.47

 
$
0.54

 
$
0.52

 
$
2.03

Diluted income per common share from continuing operations
 
$
0.50

 
$
0.47

 
$
0.54

 
$
0.52

 
$
2.03

(1)
Information presented excludes the results of our discontinued operations.
(2)
Includes impairment of $55 million in the fourth quarter of fiscal 2013 relating to purchased software (see Note 6, “Long Lived Assets,” in the Notes to the Consolidated Financial Statements for additional information).

Liquidity and Capital Resources
Our cash and cash equivalent balances are held in numerous locations throughout the world, with 61% held in our subsidiaries outside the United States at March 31, 2014 . Cash and cash equivalents totaled $3,252 million at March 31, 2014 , representing an increase of $659 million from the March 31, 2013 balance of $2,593 million . The increase in cash was primarily a result of cash received from our August 2013 debt offering and maturities of short-term investments. During fiscal 2014 , there was a $62 million favorable translation effect from foreign currency exchange rates on cash held outside the United States in currencies other than the U.S. dollar.
Although 61% of our cash and cash equivalents is held by foreign subsidiaries, we currently neither intend nor expect a need to repatriate these funds to the United States in the foreseeable future. We expect existing domestic cash, cash equivalents and cash flows from operations to be sufficient to fund our domestic operating activities and our investing and financing activities, including, among other things, the payment of regular quarterly dividends, compliance with our debt repayment schedules, repurchases of our common stock and the funding of capital expenditures, for at least the next 12 months and for the foreseeable future thereafter. In addition, we expect existing foreign cash, cash equivalents and cash flows from foreign operations to be sufficient to fund our foreign operating activities and investing activities, including, among other things, the funding of capital expenditures, acquisitions and research and development, for at least the next 12 months and for the foreseeable future thereafter.


37



Sources and Uses of Cash
Under our subscription and maintenance agreements, customers generally make installment payments over the term of the agreement, often with at least one payment due at contract execution, for the right to use our software products and receive product support, software fixes and new products when available. The timing and actual amounts of cash received from committed customer installment payments under any specific agreement can be affected by several factors, including the time value of money and the customer’s credit rating. Often, the amount received is the result of direct negotiations with the customer when establishing pricing and payment terms. In certain instances, the customer negotiates a price for a single up-front installment payment and seeks its own internal or external financing sources. In other instances, we may assist the customer by arranging financing on the customer's behalf through a third-party financial institution. Alternatively, we may decide to transfer our rights to the future committed installment payments due under the license agreement to a third-party financial institution in exchange for a cash payment. Once transferred, the future committed installments are payable by the customer to the third-party financial institution. Whether the future committed installments have been financed directly by the customer with our assistance or by the transfer of our rights to future committed installments to a third party, these financing agreements may contain limited recourse provisions with respect to our continued performance under the license agreements. Based on our historical experience, we believe that any liability that we may incur as a result of these limited recourse provisions will be immaterial.
Amounts billed or collected as a result of a single installment for the entire contract value, or a substantial portion of the contract value, rather than being invoiced and collected over the life of the license agreement, are reflected in the liability section of our Consolidated Balance Sheets as “Deferred revenue (billed or collected).” Amounts received from either a customer or a third-party financial institution that are attributable to later years of a license agreement have a positive impact on billings and cash provided by operating activities in the current period. Accordingly, to the extent these collections are attributable to the later years of a license agreement, billings and cash provided by operating activities during the license’s later years will be lower than if the payments were received over the license term. We are unable to predict with certainty the amount of cash to be collected from single installments for the entire contract value, or a substantial portion of the contract value, under new or renewed license agreements to be executed in future periods.
For fiscal 2014 , gross receipts related to single installments for the entire contract value, or a substantial portion of the contract value, were $502 million compared with $672 million in fiscal 2013 .
In any quarter, we may receive payments in advance of the contractually committed date on which the payments were otherwise due. In limited circumstances, we may offer discounts to customers to ensure payment in the current period of invoices that have been billed, but might not otherwise be paid until a subsequent period because of payment terms. Historically, any such discounts have not been material.
Amounts due from customers from our subscription licenses are offset by deferred revenue related to these license agreements, leaving no or minimal net carrying value on our Consolidated Balance Sheets for those amounts. The fair value of these amounts may exceed or be less than this carrying value but cannot be practically assessed since there is no existing market for a pool of customer receivables with contractual commitments similar to those owned by us. The actual fair value may not be known until these amounts are sold, securitized or collected. Although these customer license agreements commit the customer to payment under a fixed schedule, to the extent amounts are not yet due and payable by the customer, the agreements are considered executory in nature due to our ongoing commitment to provide maintenance and unspecified future software products as part of the agreement terms.
We can estimate the total amounts to be billed from committed contracts, referred to as our “billings backlog,” and the total amount to be recognized as revenue from committed contracts, referred to as our “revenue backlog.” The aggregate amounts of our billings backlog and trade receivables already reflected in our Consolidated Balance Sheets represent the amounts we expect to collect in the future from committed contracts.

38



 
 
March 31, 2014 (1)
 
March 31, 2013 (1)
 
 
(in millions)
Billings backlog:
 
 
 
 
Amounts to be billed — current
 
$
1,986

 
$
2,140

Amounts to be billed — noncurrent
 
2,369

 
2,173

Total billings backlog
 
$
4,355

 
$
4,313

Revenue backlog:
 
 
 
 
Revenue to be recognized within the next 12 months — current
 
$
3,542

 
$
3,545

Revenue to be recognized beyond the next 12 months — noncurrent
 
4,162

 
4,202

Total revenue backlog
 
$
7,704

 
$
7,747

Deferred revenue (billed or collected)
 
$
3,349

 
$
3,434

Total billings backlog
 
4,355

 
4,313

Total revenue backlog
 
$
7,704

 
$
7,747

(1)
Information presented excludes the results of our discontinued operations.
Note: Revenue backlog includes deferred subscription and maintenance, professional services and software fees and other revenue.
We can also estimate the total cash to be collected in the future from committed contracts, referred to as our “Expected future cash collections,” by adding the total billings backlog to the trade accounts receivable, which represent amounts already billed but not collected, from our Consolidated Balance Sheets.
 
 
March 31, 2014 (1)
 
March 31, 2013 (1)
 
 
(in millions)
Expected future cash collections:
 
 
 
 
Total billings backlog
 
$
4,355

 
$
4,313

Trade accounts receivable, net
 
800

 
856

Total expected future cash collections
 
$
5,155

 
$
5,169

(1)
Information presented excludes the results of our discontinued operations.
Total billings backlog in fiscal 2014 compared with fiscal 2013 increased slightly as a result of a favorable effect of foreign exchange. Total current billings backlog in fiscal 2014 compared with fiscal 2013 decreased primarily due to the timing of billings from committed contracts. Total expected future cash collections in fiscal 2014 was consistent compared with fiscal 2013 . Total revenue backlog in fiscal 2014 decreased slightly compared with fiscal 2013 .
Revenue to be recognized in the next 12 months at March 31, 2014 was consistent compared with March 31, 2013 . This reflects our unfavorable year-to-date sales performance for fiscal 2014 offset by the favorable year-over-year effect from a large system integrator renewal for more than $300 million that was executed in the third quarter of fiscal 2014, which was expected to expire within the fourth quarter of fiscal 2014.
Generally, we believe that a change in the current portion of revenue backlog on a year-over-year basis is an indicator of future subscription and maintenance revenue performance due to the high percentage of our revenue that is recognized from license agreements that are already committed and being recognized ratably.
Unbilled amounts relating to subscription licenses are mostly collectible over a period of one-to-five years and at March 31, 2014 , on a cumulative basis, 46%, 77%, 90%, 98% and 99% come due within fiscal 2015 through 2019 , respectively.

39



Cash Provided by Operating Activities
 
Year Ended March 31,
 
$ Change
  
2014 (1)
 
2013 (1)
 
2012 (1)
 
2014 / 2013
 
2013 / 2012
 
(in millions)
Cash collections from billings (2)
$
4,756

 
$
4,824

 
$
5,107

 
$
(68
)
 
$
(283
)
Vendor disbursements and payroll (2)
(3,093
)
 
(3,110
)
 
(3,226
)
 
17

 
116

Income tax payments, net
(500
)
 
(324
)
 
(411
)
 
(176
)
 
87

Other disbursements, net (3)
(166
)
 

 
18

 
(166
)
 
(18
)
Net cash provided by continuing operating activities
$
997

 
$
1,390

 
$
1,488

 
$
(393
)
 
$
(98
)
(1)
Information presented excludes the results of our discontinued operations.
(2)
Amounts include value added taxes and sales taxes.
(3)
For fiscal 2014, amount includes $108 million of payments associated with the Fiscal 2014 Plan, interest, prior period restructuring plans and miscellaneous receipts and disbursements. For fiscal 2013, amount includes interest, restructuring payments and $35 million in cash proceeds received from the aforementioned intellectual property transaction in the first quarter of fiscal 2013 and miscellaneous receipts and disbursements. For fiscal 2012, amount includes interest, restructuring payments and miscellaneous receipts and disbursements.

Fiscal 2014 versus Fiscal 2013
Operating Activities:
Net cash provided by continuing operating activities for fiscal 2014 was $997 million , representing a decrease of $393 million compared with fiscal 2013 . Net cash provided by continuing operating activities was unfavorably affected by an increase in income tax payments of $176 million , which includes an income tax refund received in the second quarter of fiscal 2014 of $70 million. In addition, there was an unfavorable effect from the payments associated with the Fiscal 2014 Plan of $108 million and an increase in internally developed software costs recognized as expense of approximately $125 million. For fiscal 2013, other disbursements, net included the $35 million in cash proceeds received as other income from the aforementioned intellectual property transaction in first quarter of fiscal 2013.
We expect cash flow from operations to increase by a percentage between the mid-single digits and the low teens for fiscal 2015 compared with fiscal 2014, primarily as a result of expected lower cash payments relating to income taxes and lower payments associated with the Fiscal 2014 Plan.
Investing Activities:
Net cash provided by investing activities from continuing operations for fiscal 2014 was $5 million compared with net cash used in investing activities from continuing operations of $473 million for fiscal 2013 . The change in net investing activities was primarily due to a decrease in the amount capitalized for internally developed software costs of $125 million, a decrease in restricted cash of $50 million and a decrease in net investments made during fiscal 2014 compared with fiscal 2013. During fiscal 2014, we had maturities of short-term investments of $191 million and purchases of short-term investments of $9 million, compared with purchases of short-term investments of $346 million and maturities of short-term investments of $163 million during fiscal 2013. The year-over-year change in our investment amounts is a result of a change in the allocation of our investment portfolio, which reduced our investments in instruments with maturities greater than 90 days. These decreases were partially offset by an increase in cash paid for acquisitions of $57 million.
Financing Activities:
Net cash used in continuing financing activities from continuing operations for fiscal 2014 was $421 million compared with $938 million in fiscal 2013 . The decrease was primarily due to the receipt of proceeds of $498 million from our August 2013 debt offering and an increase in the exercise of common stock options of $66 million during fiscal 2014, partially offset by an increase in net repayments from our notional pooling arrangement of $36 million and an increase in common shares repurchased of $14 million.
Refer to the “Debt Arrangements” table below for additional information about our debt balances at March 31, 2014 .

40



Fiscal 2013 versus Fiscal 2012
Operating Activities:
Net cash provided by continuing operating activities for fiscal 2013 was $1,390 million, representing a decrease of $98 million compared with fiscal 2012. The decrease was primarily due to a decrease in cash collections of $283 million from lower billings, partially offset by a decrease in vendor disbursements, payroll and other disbursements, net of $98 million and a decrease in income tax payments of $87 million. For fiscal 2013, there was an increase in cash collections from single installment payments of $193 million. For fiscal 2013, other disbursements, net includes $35 million in cash proceeds received as other income from the aforementioned intellectual property transaction that occurred in the first quarter of fiscal 2013.
Investing Activities:
Net cash used in continuing investing activities for fiscal 2013 was $473 million compared with $455 million for fiscal 2012. The increase in net cash used in continuing investing activities was primarily due to an increase in cash paid for investments of $238 million and a decrease in cash received from investment sales and maturities of $124 million, partially offset by a decrease in cash paid for acquisitions of $311 million, a decrease in purchases of property and equipment of $22 million and a decrease in capitalized software development costs of $15 million.
Financing Activities:
Net cash used in continuing financing activities for fiscal 2013 was $938 million compared with $1,330 million in fiscal 2012. The decrease in net cash used in continuing financing activities was primarily due to a decrease in common shares repurchased of $560 million and a decrease in net debt repayments, including our notional pooling arrangement, of $114 million, partially offset by an increase in cash dividends paid of $271 million.
Refer to the “Debt Arrangements” table below for additional information about our debt balances at March 31, 2013 .
Debt Arrangements
Our debt arrangements consisted of the following:
 
 
At March 31,
  
 
2014
 
2013
 
 
(in millions)
Revolving credit facility due June 2018
 

 

5.375% Senior Notes due December 2019
 
750

 
750

6.125% Senior Notes due December 2014, net of unamortized premium from fair value hedge of $8 and $19
 
508

 
519

2.875% Senior Notes due August 2018
 
250

 

4.500% Senior Notes due August 2023
 
250

 

Other indebtedness, primarily capital leases
 
13

 
26

Unamortized discount for Notes
 
(5
)
 
(5
)
Total debt outstanding
 
$
1,766

 
$
1,290

Less the current portion
 
(514
)
 
(16
)
Total long-term debt portion
 
$
1,252

 
$
1,274

In August 2013, we issued $250 million of 2.875% Senior Notes due August 2018 (2.875% Notes) and $250 million of 4.500% Senior Notes due August 2023 (4.500% Notes). The 2.875% Notes and 4.500% Notes are senior unsecured obligations that rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations and are redeemable by us at any time, subject to a “make-whole” premium of 25 basis points and 30 basis points for the 2.875% Notes and 4.500% Notes, respectively. Interest on the 2.875% Notes and 4.500% Notes is payable semiannually in August and February. The 2.875% Notes and 4.500% Notes contain customary covenants and events of default. The maturity of the 2.875% Notes and the 4.500% Notes may be accelerated by holders upon certain events of default, including failure to make payments when due and failure to comply with covenants.
We have entered into interest rate swaps to convert $500 million of our 6.125% Senior Notes into floating interest rate payments through December 1, 2014. Under the terms of the swaps, we will pay quarterly interest at an average rate of 2.88% plus the three-month LIBOR rate, and will receive payment at 5.625%. The LIBOR-based rate is set quarterly three months prior to the date of the interest payment. At March 31, 2014 , the fair value of these derivatives was an asset of $8 million , which is included in “Other current assets” in the Consolidated Balance Sheet. The carrying value of the 6.125% Notes was adjusted by an amount that is equal and offsetting to the fair value of the swaps.

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In April 2011, we repaid the $250 million outstanding balance of our revolving credit facility that was due August 2012. In August 2011, we replaced the revolving credit facility due August 2012 with a new revolving credit facility due August 2016. In June 2013, we amended our revolving credit facility to extend the termination date from August 2016 to June 2018. The maximum committed amount available under the revolving credit facility due June 2018 is $1 billion. The facility also provides us with an option to increase the available credit by an amount up to $500 million. This option is subject to certain conditions and the agreement of the facility lenders. At March 31, 2014 and 2013, there were no outstanding borrowings under the revolving credit facility.
At March 31, 2014 , our senior unsecured notes were rated Baa2 (stable) by Moody’s Investor Services, BBB+ (stable) by Standard and Poor’s, and BBB+ (stable) by Fitch Ratings.
From time to time, we examine our debt balances in light of market conditions and other factors and thus, the levels of our debt balances may change For further information on our debt balances, refer to Note 8, “Debt,” in the Notes to the Consolidated Financial Statements.
Stock Repurchases
Under the $2.5 billion capital allocation program approved by our Board of Directors on January 23, 2012, we were authorized 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 with a bank in the fourth quarter of fiscal 2012 to purchase $500 million of our common stock. Under the agreement, we paid $500 million to the bank for an initial delivery of 15 million shares. The accelerated share repurchase transaction was completed in the first quarter of fiscal 2013 and we received 3.7 million additional shares. The final number of shares delivered upon settlement of the agreement was determined based on the average price of our common stock over the term of the accelerated share repurchase agreement. During fiscal 2013, excluding the accelerated share repurchase transaction, we repurchased 20 million shares of our common stock for $495 million.
During fiscal 2014 , we repurchased 16 million shares of our common stock for $505 million . At March 31, 2014 , we completed the purchases of our common stock under the abovementioned stock repurchase program.
On May 14, 2014, our Board of Directors approved a stock repurchase program that authorized us to acquire up to $1 billion of our common stock. We expect to complete the program in approximately three years. We expect to fund the program with available cash on hand and repurchase shares on the open market, through solicited or unsolicited privately negotiated transactions or otherwise from time to time based on market conditions and other factors.
Dividends
We have paid cash dividends each year since July 1990. For fiscal 2014 , 2013 and 2012 , we paid annual cash dividends of $1.00 , $1.00 and $0.40 per share, respectively. On January 23, 2012, our Board of Directors approved a capital allocation program that targeted the return of up to $2.5 billion to shareholders through fiscal 2014. This included 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. For each of fiscal 2014 and 2013, we paid quarterly cash dividends of $0.25 per share. We paid a cash dividend of $0.25 per share in the fourth quarter of fiscal 2012 and $0.05 per share in each of the first three quarters of fiscal 2012.
Effect of Foreign Currency Exchange Rate Changes
There was a $62 million favorable impact to our cash balances in fiscal 2014 predominantly due to the weakening of the U.S. dollar against the euro (7%), the British pound sterling (10%) and the Israeli shekel (5%), partially offset by the strengthening of the U.S. dollar against the Brazilian real (11%), the Australian dollar (11%) and the Japanese yen (9%).
There was an $83 million unfavorable impact to our cash balances in fiscal 2013 predominantly due to the strengthening of the U.S. dollar against the euro (4%), the Brazilian real (10%) and the Japanese yen (12%).

Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements with unconsolidated entities or related parties and, accordingly, off-balance sheet risks to our liquidity and capital resources from unconsolidated entities are limited.

Contractual Obligations and Commitments
We have commitments under certain contractual arrangements to make future payments for goods and services. These contractual arrangements secure the rights to various assets and services to be used in the future in the normal course of business. For example, we are contractually committed to make certain minimum lease payments for the use of property under operating lease agreements. In accordance with current accounting rules, the future rights and related obligations pertaining to such contractual arrangements are not reported as assets or liabilities on our Consolidated Balance Sheets. We expect to fund these contractual arrangements with cash generated from operations in the normal course of business.

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The following table summarizes our contractual arrangements at March 31, 2014 and the timing and effect that those commitments are expected to have on our liquidity and cash flow in future periods. In addition, the table summarizes the timing of payments on our debt obligations as reported on our Consolidated Balance Sheet at March 31, 2014 .
 
 
Payments Due By Period
Contractual Obligations
 
Total
 
Less Than
1 Year
 
1–3
Years
 
3–5
Years
 
More Than
5 Years
 
 
(in millions)
Long-term debt obligations (inclusive of interest)
 
$
2,156

 
$
579