- Annual Report of Employee Stock Plans (11-K)
22 Juin 2011 - 10:25PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION
15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION
15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission file number 1-9247
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
CA Savings Harvest Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
CA, Inc., One CA Plaza, Islandia, New York 11749
Report of Independent Registered Public Accounting Firm
CA Savings Harvest Plan Committee
CA Savings Harvest Plan:
We have audited the accompanying statements of net assets available for benefits of CA Savings
Harvest Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of changes in
net assets available for benefits for the plan years then ended. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and
the changes in net assets available for benefits for the plan years
then ended, in conformity
with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The accompanying supplemental schedule H, line 4i schedule of assets (held at
end of year) as of December 31, 2010 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplementary information required by the
Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
New York, New York
June 22, 2011
CA SAVINGS HARVEST PLAN
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
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2010
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2009
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Assets:
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Investments,
at fair value
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Mutual funds
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$
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878,592,474
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$
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800,432,567
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Common collective trusts
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113,649,862
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81,244,054
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ESOP Stock Fund
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151,552,170
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132,291,194
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Total
investments, at fair value
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1,143,794,506
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1,013,967,815
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Receivables:
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Employer contributions
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13,039,801
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24,919,189
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Participant contributions
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35,072
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39,823
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Notes receivable from participants
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16,449,347
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15,954,013
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Total receivables
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29,524,220
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40,913,025
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Total assets
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1,173,318,726
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1,054,880,840
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Liabilities:
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Administrative fees payable
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410,478
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166,543
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Net assets
available for benefits
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$
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1,172,908,248
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$
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1,054,714,297
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See accompanying notes to financial statements.
1
CA SAVINGS HARVEST PLAN
Statements of Changes in Net Assets Available for Benefits
Plan Years ended December 31, 2010 and 2009
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2010
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2009
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Additions to net assets available for benefits:
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Investment income:
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Net appreciation in fair value of investments
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$
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102,849,676
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$
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219,379,604
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Dividend income
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16,174,999
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11,232,283
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Total investment income
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119,024,675
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230,611,887
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Interest
income on notes receivable from participants
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820,241
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711,803
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Contributions:
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Participants
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71,858,353
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51,150,097
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Employer
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26,247,091
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35,461,192
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Total contributions
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98,105,444
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86,611,289
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ERISA Account
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392,052
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238,336
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Total additions
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218,342,412
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318,173,315
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Deductions from net assets available for benefits:
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Participant
withdrawals and benefit payments
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99,052,197
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43,575,181
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Administrative expenses
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1,096,264
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627,772
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Total deductions
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100,148,461
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44,202,953
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Net increase
in net assets available for benefits
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118,193,951
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273,970,362
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Net assets available for benefits at beginning of year
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1,054,714,297
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780,743,935
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Net assets available for benefits at end of year
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$
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1,172,908,248
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$
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1,054,714,297
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See accompanying notes to financial statements.
2
CA SAVINGS HARVEST PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(1) Description of the Plan
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The following description of the CA Savings Harvest Plan (the Plan) provides only general
information. Participants should refer to the plan document for a more complete description of
the Plans provisions.
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(a) General
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The Plan is a defined contribution plan covering
all eligible salaried U.S. employees of CA, Inc. (the Company).
The fiscal year end of the plan was March 30 through March 30, 2009, and thereafter is December 31.
The period from March 31, 2009 to December 31, 2009 is referred to herein as the plan year ended December 31, 2009.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
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The Plan Administrator is the CA Savings Harvest Plan Committee. The Plan Sponsor is CA, Inc.
The trustee of the Plan is Fidelity Management Trust Company (the
Trustee). The Plan was originally adopted effective April 1, 1985.
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(b) Eligibility
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Employees are eligible to participate in the Plan with respect to pre-tax and after-tax contributions
effective on their hire date. Eligibility with respect to employer matching and employer discretionary
contributions occurs in the month following completion of one full year of service.
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(c) Contributions
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Plan participants may elect to contribute a percentage of their base compensation ranging from
2% to 20%. Each participant may change this election at any time.
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To comply with the applicable Internal Revenue Code (IRC) provision, pre-tax contributions
elected by any participant may not exceed $16,500 for the calendar years ended December 31,
2010 and 2009. The Plan also allows participants age 50 and over to make an extra catch-up
contribution on a pre-tax basis, which may not exceed $5,500 for the calendar years ended
December 31, 2010 and 2009. Participants may also contribute on
an after-tax basis up to the Internal Revenue Service (IRS)
limits. The Plan also contains a non-leveraged employee stock ownership plan (ESOP) feature.
The ESOP Stock Fund consists of the common stock of the Company.
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For eligible participants, the Company makes a matching contribution to the Plan on behalf of
each participant equal to 50% of such participants contribution up to a maximum of 2.5% of
the participants base compensation (contributions are subject to certain IRC limitations).
The matching contributions are allocated in the same manner as participant contributions. The
total matching contribution for the plan year ended December 31, 2010 was $14,610,260 of which
$1,398,982 was funded from plan forfeitures. The total matching contribution for the plan year
ended December 31, 2009 was $10,747,420, of which $497,507 was funded from plan forfeitures.
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In addition to its matching contribution, the Company may make a discretionary contribution to
the Plan on behalf of eligible participants in an amount that the Compensation and Human
Resources Committee of the Board of Directors may, in its sole discretion, determine. The
discretionary contribution for the plan year ended December 31, 2010 was $13,035,813, which
was paid in the form of 575,532 shares of common stock of the Company. The discretionary
contribution is allocated to each eligible participant who is an employee of the Company on
December 31 of that year, generally in the same ratio that the participants base compensation
for the plan year bears to the base compensation of all participants for such plan year. The
discretionary contribution for the plan year ended December 31, 2010 was allocated directly to
the ESOP Stock Fund and funded into each participants account on May 25, 2011. Subsequent to
this initial allocation, the participants of the Plan have the ability to re-direct these
investments into the other investment options. The discretionary contribution for the plan
year ended December 31, 2009 was $24,912,819, which was paid in the form of 1,265,895 shares
of common stock of the Company.
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3
(d)
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Vesting
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Participants are immediately vested in their elective contributions. The matching and
discretionary contributions made by the Company and earnings thereon vest as follows as of
March 31, 2008 and thereafter:
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Percent vested
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After years of service
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0%
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Less than 1
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33%
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1
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66%
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2
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100%
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3
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Participants
are 100% vested in their matching and discretionary contributions upon the completion of three years of service, with respect to contributions made after March 31, 2008.
In addition, 100% vesting occurs upon death or total disability of a participant, upon attainment
of normal retirement age, or upon termination of the Plan.
Prior to March 31, 2008, matching and discretionary contributions vested according to one of the
following two vesting schedules:
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Percent vested with respect to portion of
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Percent vested with respect to portion of
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account attributable to matching and
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account attributable to matching and
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discretionary contributions made for Plan
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discretionary contributions made for Plan
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years beginning on or after March 31,
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years ending prior to March 31, 2002
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2002 and prior to March 31, 2008
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After years of service
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0%
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0%
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Less than 1
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0%
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0%
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1
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0%
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20%
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2
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20%
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40%
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3
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40%
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60%
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4
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60%
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80%
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5
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80%
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100%
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6
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100%
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100%
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7
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(e)
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Participant Accounts
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A separate account is established and maintained in the name of each participant and reflects
the participants balance invested therein. Such balance includes contributions, earnings and
losses, and if applicable, expenses, allocated to each participants account. Allocation of
earnings, losses, and expenses is based upon the percentage investment that each participants
account balance bears to the total of all participant account balances.
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(f)
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Investment Options
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The assets of the Plan are held in custody by the Trustee. As of
December 31, 2010, participants were able to invest in any of the following investment fund
options or any combination of these options:
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Mutual Funds
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Fidelity Institutional Money Market Portfolio
invests in the highest-quality U.S. dollar
denominated money market securities of domestic and foreign issuers, U.S. Government
securities, and repurchase agreements.
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PIMCO Total Return Institutional Fund
invests in all types of bonds, including U.S.
Government, corporate, mortgage and foreign and maintains an average portfolio duration of
three to six years (approximately equal to an average maturity of five to twelve years) while
also investing in shorter or longer maturity bonds.
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Fidelity Puritan Fund
invests approximately 60% of its assets in stocks and other equity
securities and the remainder in bonds and other debt securities.
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Dodge and Cox Stock Fund
invests at least 80% of its assets in a broadly diversified
portfolio of common stocks.
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Vanguard Institutional Index Fund
employing passive management, this fund invests
substantially all of its assets in the common stocks that make up the Standard and Poors 500
Index.
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Vanguard Inflation Protected Securities Fund
invests at least 80% of assets in
inflation-indexed bonds issued by the U.S. government in order to provide inflation protection
and income consistent with investment in inflation-indexed securities.
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American Funds Growth Fund of America R5
invests primarily in common stocks.
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Artisan Mid Cap Fund
invests primarily in a diversified portfolio of stocks of mid-sized
U.S. Companies that the investment manager identifies as well positioned for long term growth,
reasonably priced by the market and at the early stage in their profit cycle.
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Fidelity Low Priced Stock Fund
invests at least 80% of its assets in what the investment
manager believes to be low-priced stocks.
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Fidelity Contra Fund
invests in securities of domestic and foreign issuers whose value the
funds manager believes is not fully recognized by the public. The fund may invest in growth
or value stocks, or both.
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Fidelity Small Cap Stock Fund
invests at least 80% of its assets in common stocks of
companies with small market capitalizations.
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Artisan Mid Cap Value Fund
invests primarily in a diversified portfolio of stocks of medium
sized U.S. companies that Artisan believes are undervalued, in a solid financial condition and
provide a controlled level of risk.
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Fidelity Diversified International Fund
primarily invests in common stocks of foreign
securities.
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American Beacon Small Cap Value Fund
invests at least 80% of its assets in equity
securities of U.S. companies with market capitalization of $3.0 billion or less at the time of
investment.
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Stock
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ESOP Stock Fund
invests solely in the common stock of the Company.
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Common Collective Trust Funds
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Pyramis Large Cap Core Commingled Pool
a unitized fund option that invests in securities
that have sustainable competitive advantages in their respective industries or in market
leaders expected to sustain strong earnings growth in their respective markets.
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Pyramis Index Lifecycle Commingled Pools (2000, 2005, 2010, 2015, 2020, 2025, 2030, 2035,
2040, 2045, 2050)
these are not mutual funds; they are asset allocation commingled pools of
the Pyramis Group Trust for Employee Benefit Plans that are managed by Pyramis Global Advisors
Trust Company (PGTAC). They seek total return until the Pools target retirement year. They
invest in a diversified portfolio of equity index, fixed income index and / or short term
products.
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Of the investment options listed above, the Fidelity ContraFund replaced the Fidelity Magellan
Fund on August 3, 2009, and the Vanguard Inflation Protected Securities Fund was added as an option on January 15, 2010.
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Participants may direct contributions or transfer their current investment balances between
funds on a daily basis.
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5
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(g)
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Withdrawals and Payment of Benefits
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The Plan provides for benefit distributions to plan participants or their beneficiaries upon
the participants retirement, termination of employment, total disability or death. Any
participant may apply to withdraw all or part of his/her vested account balance subject to
specific hardship withdrawal criteria in the Plan.
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(h)
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Notes Receivable from Participants
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Participants may take a loan from their vested account balance for any reason. The
minimum loan amount is $1,000 and the maximum amount that can be borrowed is
50% of a participants vested account balance up to $50,000 and reduced by the
highest outstanding loan balance of the participant in the 12-month period prior to
taking the loan.
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If a participant does not repay his/her outstanding loan balance at the time (s)he
elects a distribution of his/her vested account balance or if a participant misses any
loan payments and does not make up the missed payments in full (including accrued
interest) within a 30-day period (which will be provided in writing from the Trustee), the
amount of the participants outstanding loan will be defaulted and reported to the IRS
as a taxable distribution. A 10% early distribution penalty may also apply.
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Upon the death, retirement or termination of employment of the participant, the Plan
may deduct the total unpaid balance or any portion thereof from any payment or distribution to
which the participant or his/her beneficiaries may be entitled. Interest rates on loans are
fixed based on the prevailing market rate (prime rate plus 1%) when the application for the
loan is submitted. The interest rate on plan loans originated during the plan year ended
December 31, 2010 was 4.25%. All loans are being repaid in equal semimonthly installments,
generally through payroll deductions and extend from periods of one to five years. Certain
loans that were transferred from other plans had terms in excess of five years as they were
for purchases of principal residences. Loans outstanding as of December 31, 2010 and 2009 bore
interest ranging from 4.25% to 9.75%, and the terms range from 1 to 20 years. Participant loan
fees, which are included in administrative expenses on the accompanying statements of changes
in net assets available for benefits, are borne by the participant and amounted to $38,511 and
$26,787 for the plan years ended December 31, 2010 and 2009, respectively.
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(i)
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Administrative Expenses
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Administrative expenses consist of participant fees, including loan fees, and costs of
recordkeeping and administration. Trustee fees and other administrative and record keeping expenses charged to the
Plan by Fidelity Investments Institutional Operations Company (FIIOC) are initially paid by the ERISA Account (described below) on a quarterly basis. This process
is automatic, therefore each quarterly invoice reflects a total amount due and a
balance due after the ERISA Account credit has been applied. The balance of the
quarterly invoice is paid out of the Plans forfeiture account. If at any time the amount
available in the forfeiture account does not cover the remaining fees, the Company
would then be responsible for payment.
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(j)
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Forfeited Accounts
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When participants leave the Company, the unvested portion of their Employer Contribution
Account (matching and discretionary) will be forfeited as of the earlier of the date they
receive a distribution of their vested account or the date they have five consecutive one year
breaks-in-service. At December 31, 2010 and 2009, forfeited non-vested accounts totaled
$487,557 and $758,181, respectively, and are available to fund future company contributions and
to pay administrative expenses of the Plan as noted above.
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(k)
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ERISA Account
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In 2009, the Trustee and the Plan entered into a revenue sharing arrangement whereby
a portion of the revenue earned by the Trustee from certain funds is passed through
to the Plan for payment of permitted plan expenses. In order for the
Plan to receive credits as a result of this revenue sharing
arrangement, and to use this credit to pay plan expenses, the Company created the ERISA
Account under the Plan. The ERISA Account is a cash account within
the Plan, similar in design to forfeiture accounts, and is used to record keep the
redistribution of plan-generated fund revenue and expenses that exceed the costs associated
with plan administration.
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When the plan investments pay out revenue-sharing above
the current quarters plan administration fees, the amount exceeding the current quarters fee
is deposited in the ERISA Account, and is available for payment of future plan
expenses.
The ERISA Account balance was $0 at December 31, 2010 and December 31, 2009. As
described above, the balance in the ERISA Account automatically offsets the total fees
charged to the Plan by FIIOC on a quarterly basis. Since the total of all the ERISA
Account credits during the plan years ending December 31, 2010 and 2009 did not
equal or exceed the Plans total expenses for each of these years, the ERISA Account
balance was $0 at the end of both periods.
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(l)
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Plan Termination
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Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions
of ERISA. In the event of termination of the Plan, participants will become 100% vested in
their accounts.
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(2)
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Summary of Significant Accounting Policies
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The accompanying financial statements of the Plan have been prepared in accordance with U.S.
generally accepted accounting principles(GAAP). The more significant accounting policies followed by
the Plan are as follows:
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6
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(a)
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Basis of Presentation
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The accompanying financial statements have been prepared on the accrual method of accounting.
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(b)
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New Accounting Pronouncements
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On March 31, 2009 the Plan adopted the provisions of Accounting Standards Codification (ASC)
820,
Investments in Certain Entities That Calculate Net Assets Value per Share (or Its
Equivalent)
for common collective trusts that do not have readily determinable fair values.
This guidance allows for the estimation of the fair value of investments in investment
companies for which the investment does not have a readily determinable fair value using net
asset value (NAV) per share or its equivalent, as reported by the investment managers.
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Most investments classified in Level 2 consists of shares or units in investment funds as
opposed to direct interests in the funds underlying holdings, which may be marketable.
Because the NAV reported by each fund is used as a practical expedient to estimate
fair value of the Plans interest therein, its classification in Level 2 is based on the
Plans ability to redeem its interest at or near December 31, 2010 and 2009. If the interest
can be redeemed in the near term, the investment is classified as Level 2. The classification
of investments in the fair value hierarchy is not necessarily an indication of the risks,
liquidity, or degree of difficulty in estimating the fair value of each investments
underlying assets and liabilities.
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In January 2010, the FASB issued ASU No. 2010-06,
Improving Disclosures about Fair Value
Measurements
(ASU 2010- 06) which includes new disclosure requirements related to fair value
measurements, including transfers in and out of Levels 1 and 2 and information about
purchases, sales, issuances and settlements for Level 3 fair value measurements. This update
also clarifies existing disclosure requirements relating to levels of disaggregation and
disclosures of inputs and valuation techniques. The new disclosures are required in interim
and annual reporting periods beginning after December 15, 2009, except the disclosures
relating to Level 3 activity which are effective for fiscal years beginning after December 15,
2010 and for interim periods within those fiscal years. The Plan has adopted the disclosure
requirements effective for the current year, and the Plan Sponsor believes the disclosure
requirements effective for the year ending December 31, 2011 will not have a material impact
on the Plans financial statements.
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In September 2010, the FASB issued Accounting Standards
Update 2010-25,
Reporting Loans to
Participants by Defined Contribution Pension Plans
(ASU 2010-25). ASU 2010-25 requires participant
loans to be measured at their unpaid principal and to be classified as notes receivable from participants.
Previously, loans were classified as investments. Participant loans have been reclassified to notes
receivable from participants as of December 31, 2009. The adoption of these requirements did not have any impact on previously reported amount of
net assets or on changes in net assets.
|
|
|
(c)
|
|
Investments Valuation and Income Recognition
|
|
|
|
|
Investments in mutual funds and the ESOP Stock Fund are stated at fair value based upon quoted
prices in published sources. Common collective trusts are stated at fair
value based on the NAV of the publicly traded stocks and mutual funds that
make up the pooled investments. They are valued independently by the investment managers;
however, the daily prices are not published in public sources similar to mutual funds.
Purchases and sales of securities are recorded on a trade-date basis. Dividend income is
recorded on the ex-dividend (or reinvestment) date and interest is recorded when earned.
|
|
|
(d)
|
|
Notes Receivable from Participants
|
|
|
|
|
Notes receivable from participants are measured at their unpaid principal balance plus any
accrued but unpaid interest. Fair value of notes receivable
approximates their cost at year end. Delinquent participant notes are reclassified as distributions
based upon the terms of the plan document.
|
|
|
(e)
|
|
Payments of Benefits
|
|
|
|
|
Benefits to participants or their beneficiaries are recorded when paid.
|
|
|
(f)
|
|
Risks and Uncertainties
|
|
|
|
|
The Plan may invest in various types of investment securities. Investment securities are
exposed to various risks, such as interest rate, market, and/or credit risks. Due to the level
of risk associated with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and that such
changes could materially affect participants account balances and the amounts reported in the
statements of net assets available for benefits. At December 31, 2010 and 2009 approximately
12.92% and 12.54% respectively, of the Plans net assets were invested in the common stock of
the Company. The underlying value of the common stock of the Company is entirely dependent
upon the performance of the Company and the markets evaluation of such performance.
|
7
|
(g)
|
|
Use of Estimates
|
|
|
|
|
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates and assumptions.
|
(3)
|
|
Investments
|
|
|
|
The following individual investments exceeded 5% of the
Plans net assets available for benefits at
December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
Mutual funds, at fair value:
|
|
|
|
|
|
|
|
|
Fidelity Contra Fund
|
|
$
|
77,034,034
|
|
|
$
|
63,521,029
|
|
Fidelity Institutional Money Market Portfolio
|
|
|
185,425,054
|
|
|
|
193,540,796
|
|
Fidelity Puritan Fund
|
|
|
72,571,336
|
|
|
|
68,013,052
|
|
PIMCO Total Return Institutional Fund
|
|
|
93,510,126
|
|
|
|
81,849,999
|
|
Dodge and Cox Stock Fund
|
|
|
66,496,007
|
|
|
|
62,436,866
|
|
Fidelity Diversified International Fund
|
|
|
105,866,962
|
|
|
|
104,433,813
|
|
Vanguard Institutional Index Fund
|
|
|
71,096,148
|
|
|
|
66,783,449
|
|
Artisan Mid Cap Fund
|
|
|
60,574,874
|
|
|
|
*
|
|
ESOP Stock Fund, at fair value
|
|
|
151,552,170
|
|
|
|
132,291,194
|
|
|
|
|
*
|
|
Investment did not exceed 5% of the Plans net assets as
of this date.
|
During the plan years ended December 31, 2010 and 2009, the Plans investments appreciated in value
(including investments bought, sold, and held during the year) as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
Mutual funds
|
|
$
|
74,113,112
|
|
|
$
|
167,051,772
|
|
Common collective trusts
|
|
|
13,378,514
|
|
|
|
19,871,032
|
|
ESOP Stock Fund
|
|
|
15,358,050
|
|
|
|
32,456,800
|
|
|
|
|
|
|
|
|
|
|
$
|
102,849,676
|
|
|
$
|
219,379,604
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth by level, within the fair value hierarchy, the Plans investments
at fair value measured on a recurring basis as of December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December, 31, 2010
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Stock Fund
|
|
|
151,552,170
|
|
|
|
|
|
|
|
|
|
|
|
151,552,170
|
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
|
252,255,768
|
|
|
|
|
|
|
|
|
|
|
|
252,255,768
|
|
Mid cap
|
|
|
113,965,066
|
|
|
|
|
|
|
|
|
|
|
|
113,965,066
|
|
Small cap
|
|
|
48,978,341
|
|
|
|
|
|
|
|
|
|
|
|
48,978,341
|
|
Balanced
|
|
|
72,571,336
|
|
|
|
|
|
|
|
|
|
|
|
72,571,336
|
|
Fixed income
|
|
|
99,529,947
|
|
|
|
|
|
|
|
|
|
|
|
99,529,947
|
|
Money market
|
|
|
185,425,054
|
|
|
|
|
|
|
|
|
|
|
|
185,425,054
|
|
International
|
|
|
105,866,962
|
|
|
|
|
|
|
|
|
|
|
|
105,866,962
|
|
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
|
|
|
|
|
40,779,220
|
|
|
|
|
|
|
|
40,779,220
|
|
Balanced
|
|
|
|
|
|
|
72,870,642
|
|
|
|
|
|
|
|
72,870,642
|
|
|
|
|
|
|
|
1,030,144,644
|
|
|
|
113,649,862
|
|
|
|
|
|
|
|
1,143,794,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December, 31, 2009
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Stock Fund
|
|
|
132,291,194
|
|
|
|
|
|
|
|
|
|
|
|
132,291,194
|
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
|
227,903,063
|
|
|
|
|
|
|
|
|
|
|
|
227,903,063
|
|
Mid cap
|
|
|
89,116,704
|
|
|
|
|
|
|
|
|
|
|
|
89,116,704
|
|
Small cap
|
|
|
35,575,140
|
|
|
|
|
|
|
|
|
|
|
|
35,575,140
|
|
Balanced
|
|
|
68,013,052
|
|
|
|
|
|
|
|
|
|
|
|
68,013,052
|
|
Fixed income
|
|
|
81,849,999
|
|
|
|
|
|
|
|
|
|
|
|
81,849,999
|
|
Money market
|
|
|
193,540,796
|
|
|
|
|
|
|
|
|
|
|
|
193,540,796
|
|
International
|
|
|
104,433,813
|
|
|
|
|
|
|
|
|
|
|
|
104,433,813
|
|
Common collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large cap
|
|
|
|
|
|
|
37,091,676
|
|
|
|
|
|
|
|
37,091,676
|
|
Balanced
|
|
|
|
|
|
|
44,152,378
|
|
|
|
|
|
|
|
44,152,378
|
|
|
|
|
|
|
|
932,723,761
|
|
|
|
81,244,054
|
|
|
|
|
|
|
|
1,013,967,815
|
|
|
|
|
8
|
|
Fair value is defined as the exchange price that would be received for an asset or paid to
transfer a liability (at exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. The
three levels of the fair value hierarchy are as follows:
|
Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets
or liabilities in active markets that the Plan has the ability to access.
Level 2:
Inputs to the valuation methodology include:
|
|
|
Quoted prices for similar assets or liabilities in active markets;
|
|
|
|
|
Quoted prices for identical or similar assets or liabilities in inactive markets;
|
|
|
|
|
Pricing models whose inputs (other than quoted prices) are observable for the asset
or liability;
|
|
|
|
|
Pricing models whose inputs are derived principally from or corroborated by
observable market data through correlation or other means.
|
|
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability.
|
|
|
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
|
|
|
The assets or liabilitys fair value measurement level within the fair value hierarchy is based
on the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of
unobservable inputs. The following is a description of the valuation methodologies used for
assets measured at fair value. There have been no changes in the methodology used at December 31,
2010 and 2009:
|
Common Stocks:
Valued at the closing price reported on the active market on which the
individual securities are traded.
Mutual Funds:
Valued at quoted prices reported on the active market on which the securities
are traded.
Common Collective Trusts:
Valued at the NAV of shares held by the Plan at year end. There are
no restrictions as to the redemption of these common collective trusts nor does the Plan have
any contractual obligations to further invest in any of the individual common collective
trusts.
|
|
The methods described above may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future fair values. Furthermore, while the Plan believes
its valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date.
|
(4)
|
|
Related-Party Transactions
|
|
|
|
Certain plan investments are shares of mutual funds managed by FIIOC, an affiliate
of Fidelity Management Trust Company (FMTC). Certain other plan investments are units of
common collective trusts managed by Pyramis Global Advisors Trust Company
(PGATC), a wholly owned subsidiary of FMTC. Investment management fees and costs of administering
the mutual funds and collective trusts are paid to FIIOC from the mutual funds and
to PGATC from the collective trusts and are reflected in the net appreciation/depreciation of the
mutual funds and collective trusts. As Trustee, FMTC is a
party-in-interest with respect to the Plan. Fees paid by the Plan to FMTC were $951,083 and
$515,273 for the plan years ended December 31, 2010 and 2009, respectively, and include
participant fees and recordkeeping and administrative costs. Of the $951,083 paid to FMTC for the plan year ended December 31, 2010,
$226,091 was paid from plan forfeitures, $129,983 was paid from participant accounts, and
$595,009 was paid from the ERISA Account (see note (1)(k) for a description of the ERISA
Account).
Of the $515,273 paid to FMTC for the plan year ended December 31, 2009, $173,573 was paid from plan forfeitures, $103,364 was paid from participant
accounts and $238,336 was paid from the ERISA Account.
The Plan also holds shares of common stock of the Plan Sponsor, a
party-in-interest with respect to the Plan. All transactions with the Trustee and the
Plan Sponsor are covered by an exemption from the prohibited transaction provisions of ERISA
and the IRC.
|
9
(5)
|
|
Tax Status
|
|
|
|
The IRS has determined and informed the Company in a letter dated March 12,
2004, that the Plan and related trust are designed in accordance with applicable sections of the
IRC. The Plan was restated effective March 31, 2009. In January
of 2010, an Application for Determination
of Employee Benefit Plan and an Application for Determination of Employee Stock Ownership Plan
(Forms 5300 and 5309, respectively) were submitted to the IRS. Although a response has not been
received, the Plan committee and the Plans tax counsel believe that the Plan is designed and is
currently being operated in material compliance with the applicable provisions of the IRC.
|
|
|
|
Accounting principles generally accepted in the United States of America require plan management
to evaluate tax positions taken by the Plan and recognize (or
derecognize) a tax liability (or asset) if the Plan
has taken an uncertain position that more likely than not would not be sustained upon examination
by the IRS. The Plan Sponsor has analyzed the tax positions taken by the
Plan, and had concluded that as of December 31, 2010, there are no uncertain positions taken or
expected to be taken that would require recognition (or
derecognition) of a liability (or asset) or disclosure in
the financial statements. The Plan is subject to routine audits by taxing jurisdictions;
however, there are currently no audits for any tax periods in progress. The Company believes it
is no longer subject to tax examinations for years prior to the plan year ended March 30, 2008.
|
|
(6)
|
|
Litigation
|
|
|
|
The Company records a provision with respect to a claim, suit, investigation or proceeding when
it is probable that a liability has been incurred and the amount of the loss can be reasonably
estimated. Claims and proceedings are reviewed at least quarterly and provisions are taken or
adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other
information pertinent to a particular matter.
|
|
|
|
In April 2010, a lawsuit captioned
Stragent, LLC et ano. v. Amazon.com, Inc., et al.
was
filed in the United States District Court for the Eastern District of Texas against the Company
and five other defendants. The complaint alleges, among other things, that Company technology
infringes a patent assigned to plaintiff SeeSaw Foundation and licensed to plaintiff Stragent
LLC, entitled Method of Providing Data Dictionary-Driven Web-Based Database Applications, U.S.
Patent No. 6,832,226. The complaint seeks monetary damages and interest in an undisclosed
amount, and costs, based upon plaintiffs patent infringement claims. In May 2010, the Company
filed an answer and counterclaims that, among other things, dispute the plaintiffs claims and
seek a declaratory judgment that the Company does not infringe the patent-in-suit and that the
patent is invalid. In May 2011, the parties entered into a settlement agreement, the terms of
which are confidential but that is not material to the Company. The case against the Company was
dismissed with prejudice in its entirety in June 2011.
|
|
|
|
In September 2010, a lawsuit captioned
Uniloc USA, Inc. et ano. v. National Instruments
Corp., et al.
was filed in the United States District Court for the Eastern District of Texas
against the Company and 10 other defendants. The complaint alleges, among other things, that
Company technology, including Internet Security Suite Plus 2010, infringes a patent licensed to
plaintiff Uniloc USA, Inc., entitled System for Software Registration, U.S. Patent No.
5,490,216. The complaint seeks monetary damages and interest in an undisclosed amount, a
temporary, preliminary and permanent injunction against alleged acts of infringement, and
attorneys fees and costs, based upon the plaintiffs patent infringement claims. In November
2010, the Company filed an answer that, among other things, disputes the plaintiffs claims and
seeks a declaratory judgment that the Company does not infringe the patent-in-suit and that the
patent is invalid. To date, no discovery has commenced in this action. Although the timing and
ultimate outcome cannot be determined, the Company believes that the plaintiffs claims are
unfounded and that the Company has meritorious defenses.
|
|
|
|
Based on its experience, the Company believes that the damages amounts claimed in the
aforementioned cases are not a meaningful indicator of the potential liability. Claims, suits,
investigations and proceedings are inherently uncertain and it is not possible to predict the
ultimate outcome of the aforementioned cases. Due to the nature and early stage of the
Uniloc
matter, the Company is unable to estimate a range of reasonably possible loss for this case.
|
|
|
|
The Company, various subsidiaries, and certain current and former officers have been named
as defendants in various other lawsuits and claims arising in the normal course of business. The
Company believes that it has meritorious defenses in connection with these other lawsuits and
claims, and intends to vigorously contest each of them.
|
|
|
|
In the opinion of the Companys management based upon information currently available to
the Company, while the outcome of these other lawsuits and claims is uncertain, the likely
results of these other lawsuits and claims against the Company, either
|
10
|
|
individually or in the aggregate, are not expected to have a material adverse effect on the Companys financial
position, results of operations, or cash flows, although the effect could be material to the
Companys results of operations or cash flows for any interim reporting period.
|
|
|
|
The Company is obligated to indemnify its officers and directors under certain circumstances
to the fullest extent permitted by Delaware law. As a part of that obligation, the Company has
advanced and will continue to advance certain attorneys fees and expenses incurred by current
and former officers and directors in various lawsuits and investigations.
|
|
(7)
|
|
Subsequent Events
|
|
|
|
Effective April 20, 2011, the Plans eligibility definition was amended to permit hourly employees to participate. Prior
to this date, only salaried employees were eligible for the Plan.
|
11
Supplemental Schedule
CA SAVINGS HARVEST PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity of issuer,
|
|
Description of investment including
|
|
|
|
|
|
|
|
|
|
borrower, lessor or
|
|
maturity date, rate of interest, collateral,
|
|
|
|
|
|
Current
|
|
|
|
similar party
|
|
par, or maturity value
|
|
Cost
|
|
|
value
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
(e)
|
|
|
|
|
Vanguard Institutional Index Fund
|
|
Mutual fund, 618,173.620 shares
|
|
|
*
|
*
|
|
$
|
71,096,149
|
|
|
|
Vanguard Inflation Protected Securities Fund
|
|
Mutual fund, 463,063.152 shares
|
|
|
*
|
*
|
|
|
6,019,821
|
|
|
|
PIMCO Total Return Institutional Fund
|
|
Mutual fund, 8,618,444.793 shares
|
|
|
*
|
*
|
|
|
93,510,126
|
|
|
|
Dodge and Cox Stock Fund
|
|
Mutual fund, 617,075.045 shares
|
|
|
*
|
*
|
|
|
66,496,007
|
|
|
|
Artisan Mid Cap Fund
|
|
Mutual fund, 1,801,215.414 shares
|
|
|
*
|
*
|
|
|
60,574,874
|
|
|
|
Artisan Mid Cap Value Fund
|
|
Mutual fund, 1,612,922.590 shares
|
|
|
*
|
*
|
|
|
32,387,485
|
|
|
|
American Funds Growth of America R5
|
|
Mutual fund, 1,238,222.372 shares
|
|
|
*
|
*
|
|
|
37,629,578
|
|
|
|
American Beacon Small Cap Value Fund
|
|
Mutual fund, 911,133.374 shares
|
|
|
*
|
*
|
|
|
18,131,554
|
|
*
|
|
Pyramis Institutional Large Cap Core Fund
|
|
Common collective trust, 4,231,515.589 units
|
|
|
*
|
*
|
|
|
40,779,220
|
|
*
|
|
Fidelity Puritan Fund
|
|
Mutual fund, 4,052,000.917 shares
|
|
|
*
|
*
|
|
|
72,571,336
|
|
*
|
|
Fidelity Contra Fund
|
|
Mutual fund, 1,137,369.468 shares
|
|
|
*
|
*
|
|
|
77,034,034
|
|
*
|
|
Fidelity Institutional Money Market Fund
|
|
Mutual fund, 185,425,053.660 shares
|
|
|
*
|
*
|
|
|
185,425,054
|
|
*
|
|
Fidelity Low Priced Stock Fund
|
|
Mutual fund, 547,230.510 shares
|
|
|
*
|
*
|
|
|
21,002,707
|
|
*
|
|
Fidelity Diversified International Fund
|
|
Mutual fund, 3,511,342.037 shares
|
|
|
*
|
*
|
|
|
105,866,962
|
|
*
|
|
Fidelity Small Cap Stock Fund
|
|
Mutual fund, 1,573,815.644 shares
|
|
|
*
|
*
|
|
|
30,846,787
|
|
*
|
|
Pyramis Index Lifecycle 2000 Commingled Pool
|
|
Common collective trust, 29,816.036 units
|
|
|
*
|
*
|
|
|
315,454
|
|
*
|
|
Pyramis Index Lifecycle 2005 Commingled Pool
|
|
Common collective trust, 23,331.564 units
|
|
|
*
|
*
|
|
|
244,515
|
|
*
|
|
Pyramis Index Lifecycle 2010 Commingled Pool
|
|
Common collective trust 184,102.990 units
|
|
|
*
|
*
|
|
|
1,945,969
|
|
*
|
|
Pyramis Index Lifecycle 2015 Commingled Pool
|
|
Common collective trust, 775,236.443 units
|
|
|
*
|
*
|
|
|
8,054,707
|
|
*
|
|
Pyramis Index Lifecycle 2020 Commingled Pool
|
|
Common collective trust, 980,832.937 units
|
|
|
*
|
*
|
|
|
9,818,138
|
|
*
|
|
Pyramis Index Lifecycle 2025 Commingled Pool
|
|
Common collective trust, 1,533,972.358 units
|
|
|
*
|
*
|
|
|
15,385,743
|
|
*
|
|
Pyramis Index Lifecycle 2030 Commingled Pool
|
|
Common collective trust, 1,366,509.954 units
|
|
|
*
|
*
|
|
|
13,036,505
|
|
*
|
|
Pyramis Index Lifecycle 2035 Commingled Pool
|
|
Common collective trust, 1,127,075.656 units
|
|
|
*
|
*
|
|
|
10,774,843
|
|
*
|
|
Pyramis Index Lifecycle 2040 Commingled Pool
|
|
Common collective trust, 848,813.799 units
|
|
|
*
|
*
|
|
|
8,004,314
|
|
*
|
|
Pyramis Index Lifecycle 2045 Commingled Pool
|
|
Common collective trust, 367,755.039 units
|
|
|
*
|
*
|
|
|
3,478,963
|
|
*
|
|
Pyramis Index Lifecycle 2050 Commingled Pool
|
|
Common collective trust, 192,917.047 units
|
|
|
*
|
*
|
|
|
1,811,491
|
|
*
|
|
CA, Inc.
|
|
Common Stock, 6,196,720.537 shares
|
|
|
*
|
*
|
|
|
151,552,170
|
|
*
|
|
Plan participants
|
|
1,670 Loans to participants with interest rates ranging from 4.25% to 9.75% and terms from 1 to 20 years
|
|
|
*
|
*
|
|
|
16,449,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,160,243,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Party-in-interest as defined by ERISA
|
|
**
|
|
Cost information is not required for participant directed investments and therefore is not included
|
See accompanying report of independent registered public accounting firm.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
CA SAVINGS HARVEST PLAN
|
|
|
By:
|
/s/ James H. Hodge
|
|
|
|
Senior Vice President and Treasurer
|
|
|
|
|
|
|
Date: June
22, 2011
13
EXHIBIT INDEX
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
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