Stock Plans

12 Months Ended

Mar. 31, 2012

Share Based Compensation [Abstract]

Stock Plans

Note 15 — Stock Plans

Share-based incentive awards are provided to employees under the terms of the Company’s equity incentive compensation plans (the Plans). The Plans are administered by the Compensation Committee. Awards under the Plans may include stock options, restricted stock awards (RSAs), restricted stock units (RSUs), performance share units (PSUs), stock appreciation rights or any combination thereof. The non-employee members of the Company’s Board of Directors receive deferred stock units under a separate director compensation plan. The Company typically settles awards under employee and non-employee director compensation plans with stock held in treasury.

All Plans, with the exception of acquired companies’ stock plans, have been approved by the Company’s shareholders. The Company grants annual performance cash incentive bonuses, long-term performance bonuses, non-statutory stock options, RSAs, RSUs and other equity-based awards under the 2011 Incentive Plan and 2007 Incentive Plan and long-term performance bonuses under the 2007 Incentive Plan and 2002 Incentive Plan, as amended and restated. These plans are collectively referred to as “the Incentive Plans.” Approximately 45 million, 30 million and 45 million shares of common stock can be granted to select employees and consultants under the Company’s 2002, 2007 and 2011 Incentive Plans, respectively. Under the 2007 and 2011 Incentive Plans, no more than 10 million incentive stock options may be granted. The Incentive Plans will continue until the earlier of (i) termination by the Board or (ii) the date on which all of the shares available for issuance under the respective plan have been issued and restrictions on issued shares have lapsed. Generally, options expire 10 years from the date of grant unless forfeited by the employee, the Compensation Committee establishes a shorter expiration period or the options are otherwise terminated. Awards to the non-employee directors are granted under the 2003 Compensation Plan for Non-Employee Directors, as amended.

Share-Based Compensation: The Company recognized share-based compensation in the following line items in the Consolidated Statements of Operations for the periods indicated:

	YEAR ENDED MARCH 31,
(in millions)	2012			2011			2010
Costs of licensing and maintenance	$	3		$	3		$	3
Cost of professional services		4			3			2
Selling and marketing		36			30			34
General and administrative		27			24			41
Product development and enhancements		19			20			22
Share-based compensation expense before tax		89			80			102
Income tax benefit		(29	)		(26	)		(34	)
Net share-based compensation expense	$	60		$	54		$	68

The tax benefit from share-based incentive awards provided to employees that was recorded for book purposes exceeded that which was deductible for tax purposes by $4 million, $24 million and $23 million for fiscal years 2012, 2011 and 2010, respectively. The tax effect of this temporary difference in tax expense was recorded to “Additional paid-in capital” in the Consolidated Balance Sheets and did not affect the Company’s Consolidated Statements of Operations.

The following table summarizes information about unrecognized share-based compensation costs at March 31, 2012:

	UNRECOGNIZED COMPENSATION COSTS (in millions)		WEIGHTED AVERAGE PERIOD EXPECTED TO BE RECOGNIZED (in years)
Restricted stock units	$	12		1.9
Restricted stock awards		52		1.8
Performance share units		28		2.3
Stock option awards		4		1.9
Total unrecognized share-based compensation costs	$	96		2.0

There were no capitalized share-based compensation costs at March 31, 2012, 2011 or 2010.

Stock Option Awards: Stock options are awards issued to employees that entitle the holder to purchase shares of the Company’s stock at a fixed price. Stock option awards are generally granted at an exercise price equal to the Company’s fair market value on the date of grant and with a contractual term of 10 years, unless the Compensation Committee establishes a shorter expiration period. Stock option awards generally vest one-third per year and become fully vested three years from the grant date.

At March 31, 2012, options outstanding that have vested and are expected to vest are as follows:

	NUMBER OF SHARES (in millions)		WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (in years)		AGGREGATE INTRINSIC VALUE (1) (in millions)
Vested		4.7	$	24.24		2.2	$	17.2
Expected to vest(2)		1.1		20.64		5.7		7.6
Total		5.8	$	23.55		2.9	$	24.8

(1) These amounts represent the difference between the exercise price and $27.56, the closing price of the Company’s common stock on March 30, 2012, the last trading day of the Company’s fiscal year as reported on the NASDAQ Stock Market for all in-the-money options.

(2) Outstanding options expected to vest are net of estimated future forfeitures.

Additional information with respect to stock option plan activity is as follows:

	NUMBER OF SHARES			WEIGHTED AVERAGE EXERCISE PRICE
	(in millions)
Outstanding at March 31, 2009		14.1		$	27.21
Granted		0.1			20.87
Exercised		(0.6	)		18.96
Expired or terminated		(2.3	)		41.94
Outstanding at March 31, 2010		11.3		$	24.65
Granted		1.2			19.34
Exercised		(0.5	)		18.81
Expired or terminated		(4.0	)		27.05
Outstanding at March 31, 2011		8.0		$	23.03
Granted		0.6			21.89
Exercised		(1.8	)		20.79
Expired or terminated		(1.0	)		23.46
Outstanding at March 31, 2012		5.8		$	23.52

	NUMBER OF SHARES		WEIGHTED AVERAGE EXERCISE PRICE
	(in millions)
Options exercisable at:
March 31, 2010		11.2	$	24.67
March 31, 2011		6.8	$	23.66
March 31, 2012		4.7	$	24.24

The following table summarizes stock option information at March 31, 2012:

	OPTIONS OUTSTANDING								OPTIONS EXERCISABLE
RANGE OF EXERCISE PRICES	SHARES		AGGREGATE INTRINSIC VALUE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE		WEIGHTED AVERAGE EXERCISE PRICE		SHARES		AGGREGATE INTRINSIC VALUE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE		WEIGHTED AVERAGE EXERCISE PRICE
(shares and aggregate intrinsic value in millions; weighted average remaining contractual life in years)
$  3.55 — $20.00		1.5	$	16.8		3.2	$	16.55		1.0	$	12.4		2.0	$	15.03
$20.01 — $25.00		1.4		7.8		4.2		21.91		0.8		4.1		2.7		21.98
$25.01 — $30.00		2.6		0.7		2.2		27.43		2.6		0.7		2.2		27.43
$30.01 — over		0.3		—		2.3		31.73		0.3		—		2.3		31.73
		5.8	$	25.3		2.9	$	23.52		4.7	$	17.2		2.2	$	24.24

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of the Company’s stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards.

The weighted average estimated values of employee stock option grants, as well as the weighted average assumptions that were used in calculating such values during fiscal years 2012, 2011 and 2010 were based on estimates at the date of grant as follows:

	YEAR ENDED MARCH 31,
	2012			2011			2010
Weighted average fair value	$	5.99		$	5.55		$	6.81
Dividend yield		0.91	%		0.83	%		0.77	%
Expected volatility factor(1)		33	%		34	%		33	%
Risk-free interest rate(2)		1.7	%		1.8	%		2.3	%
Expected life (in years)(3)		4.5			4.5			6.0

(1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term of the options and the implied volatility derived from the market prices of the Company’s traded options.

(2) The risk-free rate for periods within the contractual term of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant.

(3) The expected life is the number of years the Company estimates, based primarily on historical experience, that options will be outstanding prior to exercise. For stock options granted in fiscal year 2012, the Company’s computation of expected life was determined based on the simplified method (the average of the vesting period and option term).

The following table summarizes information on shares exercised for the periods indicated:

	YEAR ENDED MARCH 31,
(in millions)	2012		2011			2010
Cash received from options exercised	$	37	$	10		$	11
Intrinsic value of options exercised		9		2			2
Excess tax benefits from options exercised		3		—	(1)		—	(1)

(1) Less than $1 million.

Restricted Stock and Restricted Stock Unit Awards: Restricted Stock Awards (RSAs) are stock awards issued to employees that are subject to specified restrictions and a risk of forfeiture. RSAs entitle holders to dividends. The restrictions typically lapse over a two- or three-year period. The fair value of the awards is determined and fixed based on the closing market value of the Company’s stock on the grant date.

Restricted Stock Units (RSUs) are stock awards issued to employees that entitle the holder to receive shares of common stock as the awards vest, typically over a two- or three-year period. RSUs do not entitle holders to dividends. The fair value of the awards is determined and fixed based on the market value of the Company’s stock on the grant date reduced by the present value of dividends expected to be paid on the Company’s stock prior to vesting of the RSUs which is calculated using a risk-free interest rate.

The following table summarizes the activity of RSAs under the Plans:

	NUMBER OF SHARES			WEIGHTED AVERAGE GRANT DATE FAIR VALUE
	(in millions)
Outstanding at March 31, 2009		4.6		$	24.73
RSA granted		4.3			18.45
RSA released		(3.3	)		23.11
RSA forfeitures		(0.3	)		22.23
Outstanding at March 31, 2010		5.3		$	20.73
RSA granted		4.7			21.41
RSA released		(3.3	)		22.00
RSA forfeitures		(0.9	)		20.72
Outstanding at March 31, 2011		5.8		$	20.56
RSA granted		3.8			24.54
RSA released		(3.0	)		21.57
RSA forfeitures		(0.9	)		22.33
Outstanding at March 31, 2012		5.7		$	22.41

The following table summarizes the activity of RSUs under the Plans:

	NUMBER OF SHARES			WEIGHTED AVERAGE GRANT DATE FAIR VALUE
	(in millions)
Outstanding at March 31, 2009		0.6		$	24.99
RSU granted		0.6			17.52
RSU released		(0.2	)		23.13
RSU forfeitures		(0.1	)		20.95
Outstanding at March 31, 2010		0.9		$	20.51
RSU granted		0.6			21.30
RSU released		(0.4	)		23.47
RSU forfeitures		(0.1	)		19.05
Outstanding at March 31, 2011		1.0		$	20.03
RSU granted		0.7			24.06
RSU released		(0.3	)		20.70
RSU forfeitures		(0.2	)		21.61
Outstanding at March 31, 2012		1.2		$	21.91

The total vesting date fair value of RSAs and RSUs released during fiscal years 2012, 2011 and 2010 was approximately $73 million, $82 million and $64 million, respectively.

Performance Awards: The Company rewards certain senior executives with performance awards under its long-term incentive plans. These Performance Share Units (PSUs) include 1-year and 3-year performance periods for senior executives and a 1-year performance period for members of the sales team. These PSUs are granted at the conclusion of the performance period and after approval by the Compensation Committee.

The 1-year PSUs for the fiscal 2011, 2010 and 2009 incentive plan years were granted in the first quarter of fiscal years 2012, 2011 and 2010, respectively. One-third of these awards vest upon granting with the second third and final third vesting on the first and second anniversary of the grant, respectively. The table below summarizes the RSAs and RSUs granted under these PSUs:

			RSAs				RSUs
INCENTIVE PLANS FOR FISCAL YEARS	PERFORMANCE PERIOD		SHARES (in millions)		WEIGHTED AVERAGE GRANT DATE FAIR VALUE		SHARES (in millions)			WEIGHTED AVERAGE GRANT DATE FAIR VALUE
2011		1-year		1.1	$	24.68		0.1		$	24.48
2010		1-year		2.2	$	21.47		—	(1)	$	21.38
2009		1-year		0.9	$	18.05		—	(1)	$	17.96

(1) Shares granted amounted to less than 0.1 million.

The 3-year PSUs for the fiscal year 2009, 2008 and 2007 incentive plan years were granted in the first quarter of fiscal years 2012, 2011 and 2010, respectively. These awards vest immediately upon grant.

INCENTIVE PLANS FOR FISCAL YEARS	PERFORMANCE PERIOD		UNRESTRICTED SHARES (in millions)		WEIGHTED AVERAGE GRANT DATE FAIR VALUE
2009		3-year		0.2	$	24.68
2008		3-year		0.3	$	21.47
2007		3-year		0.4	$	18.05

Awards were granted under the Fiscal Year 2011, 2010 and 2009 Sales Retention Equity Programs in the first quarter of fiscal years 2012, 2011 and 2010, respectively. These awards cliff vest at the end of a three year period beginning on the first anniversary of the grant date. The table below summarizes the RSAs and RSUs granted under this program:

			RSAs				RSUs
INCENTIVE PLANS FOR FISCAL YEARS	PERFORMANCE PERIOD		SHARES (in millions)		WEIGHTED AVERAGE GRANT DATE FAIR VALUE		SHARES (in millions)		WEIGHTED AVERAGE GRANT DATE FAIR VALUE
2011		1-year		0.3	$	24.68		0.1	$	24.09
2010		1-year		0.4	$	21.47		0.1	$	21.36
2009		1-year		0.5	$	18.05		0.2	$	17.84

Employee Stock Purchase Plan: The Company’s stockholders approved the Company’s 2012 Employee Stock Purchase Plan (ESPP) at the August 3, 2011 Annual Meeting of Stockholders. The ESPP offer period is semi-annual and allows participants to purchase the Company’s common stock at 95% of the closing price of the stock on the last day of the offer period. A total of 30 million shares may be issued under the ESPP. Shares will not be issued until the end of the first offer period, which occurs at the end of the first quarter of fiscal year 2013.