-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKczYVS+u9yAuzssGrTSPUyDSCAiRWqsVKb2UZbKKaykG5RQBZ4nPVG2Fmf8lryo 31/MOpb0Kjp0pq3W/TDejg== 0000950152-08-007275.txt : 20080918 0000950152-08-007275.hdr.sgml : 20080918 20080918111858 ACCESSION NUMBER: 0000950152-08-007275 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080918 DATE AS OF CHANGE: 20080918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUWARE CORP CENTRAL INDEX KEY: 0000859014 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 382007430 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20900 FILM NUMBER: 081077824 BUSINESS ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 BUSINESS PHONE: 3132277300 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 FORMER COMPANY: FORMER CONFORMED NAME: COMPUWARE CORPORATION DATE OF NAME CHANGE: 19940506 11-K 1 k35588e11vk.txt COMPUWARE CORPORATION 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-20900 COMPUWARE CORPORATION ESOP/401(k) PLAN (Full title of the plan) Compuware Corporation One Campus Martius Detroit, Michigan 48226 COMPUWARE CORPORATION ESOP/401(K) PLAN Financial Statements as of and for the Years Ended March 31, 2008 and 2007, Supplemental Schedule as of March 31, 2008 and Independent Auditors' Report COMPUWARE CORPORATION ESOP/401(K) PLAN TABLE OF CONTENTS
PAGE ----- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED MARCH 31, 2008 and 2007: Statements of Net Assets Available for Benefits 4 Statements of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6- 13 SUPPLEMENTAL SCHEDULE AS OF MARCH 31, 2008: 14 Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets (Held at End of Year) 15
All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Compuware Corporation, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Compuware Corporation ESOP/401(k) Plan Date: September 18, 2008 By: \S\ Laura L. Fournier ------------------------------------ Laura L. Fournier Senior Vice President and Chief Financial Officer -2- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrator Compuware Corporation ESOP/401(k) Plan Detroit, Michigan We have audited the accompanying statements of net assets available for benefits of the Compuware Corporation ESOP/401(k) Plan (Plan) as of March 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the 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 March 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2008 financial statements taken as a whole. /s/ Crowe Horwath LLP Crowe Horwath LLP South Bend, Indiana September 16, 2008 -3- COMPUWARE CORPORATION ESOP/401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2008 AND 2007
2008 2007 ------------ ------------ ASSETS: Investments--at fair value: Common Stock--Compuware Corporation $ 58,986,307 $ 92,357,967 Commingled Pool - Fidelity U.S. Equity Index 49,624,917 59,576,200 Unitized Fund - State Street Global Advisors Mid-Cap Blend Unitized Fund 42,049,175 61,150,728 Mutual Funds: Short-term securities 45,611,742 37,521,538 Bonds (government and corporate) 39,697,493 38,480,611 Equity 214,317,254 219,619,652 Lifecycle 4,248,133 -- Real estate 7,117,040 13,598,031 Participant loans 5,399,805 5,258,886 ------------ ------------ Total investments 467,051,866 527,563,613 Other receivable 12 143,345 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $467,051,878 $527,706,958 ============ ============
The accompanying notes are an integral part of the financial statements -4- COMPUWARE CORPORATION ESOP/401(K) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED MARCH 31, 2008 AND 2007
2008 2007 ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income: Interest and dividends $ 22,050,372 $ 18,405,223 Net appreciation/(depreciation) in fair value of Compuware Corporation common stock (17,352,941) 16,657,288 Net appreciation/(depreciation) in fair value of Fidelity U.S. Equity Index Commingled Pool (2,409,491) 6,500,001 Net appreciation/(depreciation) in fair value of State Street Global Advisors Mid-Cap Blend Unitized Fund (10,838,462) 6,783,844 Net appreciation/(depreciation) in fair value of Mutual Funds (21,779,432) 11,277,491 ------------ ------------ Total investment income/(loss) (30,329,954) 59,623,847 Contributions: Participant 27,601,805 29,179,820 Employer non-cash contribution 0 200,794 Participant rollover 1,091,324 2,911,030 ------------ ------------ Total contributions 28,693,129 32,291,644 ------------ ------------ Total additions (1,636,825) 91,915,491 ------------ ------------ REDUCTIONS IN NET ASSETS ATTRIBUTABLE TO: Benefits paid to participants 58,905,791 48,908,699 Administrative and other expenses 112,464 56,609 ------------ ------------ Total reductions 59,018,255 48,965,308 ------------ ------------ NET INCREASE/(DECREASE) (60,655,080) 42,950,183 Plan mergers (Note 6) 0 56,411 NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 527,706,958 484,700,364 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS--End of year $467,051,878 $527,706,958 ============ ============
The accompanying notes are an integral part of the financial statements -5- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 1. GENERAL DESCRIPTION OF THE PLAN The following description of the Compuware Corporation (Company) ESOP/401(k) Plan (Plan) provides only general information. The Plan document should be referred to for a more complete description of the Plan's provisions. GENERAL--The Plan is a defined contribution plan with two benefit features: an Employee Stock Ownership Plan (ESOP) and a 401(k) Plan. The assets for both features are combined in a common trust. All U.S. employees that are salaried or part-time hourly, as well as certain full-time hourly employees, meeting the eligibility requirements, will receive any discretionary employer ESOP contribution. The 401(k) feature covers all full-time and part-time U.S. employees of the Company who have completed one hour of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Compuware has entered into a trust agreement with Fidelity Management Trust Company (Fidelity) appointing Fidelity to act as trustee of the Plan. CONTRIBUTIONS--ESOP--Employer contributions to the ESOP are at the discretion of the Company's Board of Directors, subject to a maximum of 25% of eligible compensation. Contributions may be made in cash, in Company stock or a combination of both and are valued based upon the quoted market price of the Company common stock on the date of contribution. During the 2008 Plan year, the Company determined not to make an ESOP contribution. During the 2007 Plan year, the company contributed $200,794 in Company stock to the Plan. CONTRIBUTIONS--401(K)--Participants in the Plan may elect to defer up to 75% of their pre-tax pay each pay period, and up to 10% of their after-tax pay each pay period, with a combined maximum limit of 85% for investment in the Plan. Effective January 3, 2006, the Plan initiated a 2% automatic enrollment policy, wherein unless an active participant with an employment commencement date on or after January 3, 2006 elects otherwise, they are deemed to have elected to make an automatic pre-tax contribution of 2% in the Plan. The automatic pre-tax contribution is effective as soon as administratively possible after 90 days from the employment date. The amount of pre-tax pay deferral contributions for each participant is limited to $15,500 during the 2008 calendar year and $15,500 during the 2007 calendar year based on the applicable provisions of the Internal Revenue Code. Participants who reach age 50 during the calendar year and are making the maximum Internal Revenue Service pre-tax contribution may make additional pre-tax "catch-up" contributions in accordance with the provisions of Code Section 414(v). The maximum annual catch-up contribution is $5,000 for 2008 and $5,000 for 2007. PARTICIPANTS' ACCOUNTS--ESOP--Company contributions to the ESOP are allocated to eligible individual participant accounts based upon eligible compensation. These amounts are subject to the individual participant's investment direction immediately. PARTICIPANTS' ACCOUNTS--401(K)--All Plan withholdings contributed to the Plan are deposited in each participant's account according to the investment option(s) selected by the participant. Earnings on investments, net of investment management fees, are allocated to participants' accounts based on the actual earnings of the investment funds selected by the participants. -6- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 1. GENERAL DESCRIPTION OF THE PLAN (Continued) VESTING--ESOP--Participants are vested based on the number of years of service. As of April 1, 2007, vesting begins after two years of service, with full vesting occurring after six years of service. Prior to April 1, 2007, vesting began after three years of service, with full vesting occurring after seven years of service VESTING--401(K)--All participant contributions and earnings thereon are fully vested. FORFEITED ACCOUNTS - ESOP--During the Plan year ended March 31, 2008 and 2007, forfeited nonvested accounts totaled $1,836,171 and $692,307 respectively. These accounts may be allocated to remaining participants in the same manner as Company ESOP contributions. During the 2007 plan year, in accordance with the 5th amendment to the Plan dated May 23, 2006, all eligible participants received a contribution of 100 shares of company stock. This amendment applies to the 2007 plan year only. The primary source of this allocation was from the forfeiture account. PARTICIPANT LOANS--Participants may have only two outstanding loans at any time. Effective January 3, 2006, loans must originate from assets in the 401(k) portion of the participants' accounts. Prior to January 3, 2006, participants were allowed to have one loan originating from the ESOP allocations and one loan from the remaining portion of their 401(k) Plan account, excluding certain amounts from plan mergers. The maximum loan amount is equal to the lesser of $50,000 or 50% of their vested balance (excluding the ESOP source beginning January 3, 2006) minus the highest outstanding loan balance in the past 12 months. Generally, loan terms range from 6 to 60 months. The loans are secured by the balance in the participant's account. Interest is paid quarterly at 1% above the Prime Interest Rate. Interest rates on loans currently outstanding range from 5% to 10%. Principal and interest is paid ratably through semi-monthly payroll deductions for salaried employees and via Fidelity's loan coupon service for hourly employees, terminated employees and rehires. PAYMENT OF BENEFITS--On termination of service due to death, disability, retirement, or other reasons, a participant may request to receive a lump-sum amount equal to the value of the participant's vested interest in the account. Benefit payments from merged plans shall be payable in such other forms as were permitted under the terms of the merged plan from which they were transferred. -7- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING--The financial statements of the Plan are prepared on an accrual basis in accordance with U.S. generally accepted accounting principles. INVESTMENT VALUATION--The Plan's investments are stated at fair value as of the financial statement date. The Plan's investment in Company stock is valued at its quoted market price of $7.34 and $9.49 at March 31, 2008 and 2007, respectively. The Plan's investments in all other common stocks and mutual funds are valued at fair value as determined by quoted market prices. Investments in commingled investment pools are valued at estimated fair value as determined by the Plan Trustee based upon the market prices of the underlying investments. Investments in the unitized fund are valued at estimated fair value based upon the market prices of the underlying investments, which include investments in collective investment funds and registered investment companies valued at the net asset value per share/unit on the valuation date, and short-term investments which are stated at amortized cost, which approximates fair value. Participant loans receivable are valued at cost plus accrued interest, which approximates fair value. Net appreciation or depreciation in fair value of investments is determined using the fair value at the beginning of the year or purchase price, if acquired since that date, and is presented in the statements of changes in net assets available for benefits. Purchases and sales of securities are recorded on a trade-date basis. Interest and dividend income are reported as earned. EFFECT OF NEWLY ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS--In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption of FASB Statement No. 157 on the Plan's net assets available for benefits and changes in net assets available for benefit is not anticipated to be material. In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard provides reporting entities with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between reporting entities that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Plan on April 1, 2008. The Plan's investments are stated at fair value as of the financial statement date, and the Plan did not elect to adopt FAS 159 for any other assets or liabilities. -8- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) USE OF ESTIMATES--The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at March 31, 2008 and 2007, and the reported amounts of changes in net assets available for benefits during the years then ended. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES--The Plan invests in various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participants' individual account balances. ADMINISTRATIVE FEES--Plan administrative fees consist of recordkeeping fees, participant loan initiation fees, loan maintenance fees, short-term trading fees and other related participant fees. In March 2007, the Plan Administrator elected to begin paying quarterly recordkeeping expenses of the Plan using the Plan forfeiture account. Prior to using forfeitures, the Company paid the recordkeeping expenses. All other fees are paid by individual participants. BENEFIT PAYMENTS--Payments for benefits are recorded when paid. 3. PLAN TERMINATION 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 plan termination, participants will become fully vested in their accounts. 4. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated December 1, 2003, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since the receipt of the determination letter. However, the Plan Administrator believes the Plan is designed and is currently being operated in accordance with applicable provisions of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. -9- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 5. PARTIES-IN-INTEREST Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the plan, any party rendering service to the Plan, the employer, and certain others. Certain investments of the Plan are shares of mutual funds and a commingled pool fund which are offered by Fidelity Investments and Fidelity Management Trust Company (Fidelity), respectively. Fidelity is the Plan trustee and, therefore, these transactions and the Plan's payment of trustee fees to Fidelity qualify as party-in-interest transactions. The Plan also invests in shares of common stock issued by Compuware Corporation, which qualifies as a party-in-interest investment. Further, participant loan transactions and Fidelity investments are also party-in-interest transactions. The 8,035,919 and 9,732,136 shares of Compuware Corporation common stock held by the Plan as of March 31, 2008 and 2007 represent approximately 3.1% and 3.2% of the Company's outstanding shares as of March 31, 2008 and 2007. The Company common stock held by the Plan as of March 31, 2008 and 2007 has been valued at its quoted market price as of the 2008 and 2007 financial statement date of $7.34 and $9.49 per share. There were no cash dividends paid to the Plan by Compuware Corporation during the plan year end March 31, 2008 and 2007. Total depreciation for the Compuware Corporation common stock for the plan year ended March 31, 2008 was $(17,352,941). Total appreciation for the Compuware Corporation common stock for the plan year ended March 31, 2007 was $16,657,288. This is included in net appreciation/(depreciation) per the Statement of Changes in Net Assets Available for Benefits. 6. PLAN MERGERS On August 2, 2006, the Plan was merged with the Providerlink 401(k) Plan. All of the assets of the Providerlink 401(k) Plan were transferred to the Plan, causing the dissolution of the Providerlink 401(k) Plan. Each participant in the Providerlink 401(k) Plan became eligible to participate in the plan upon, or before, the effective date of the merger. -10- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 7. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's assets available for benefits are as follows:
2008 2007 ----------- ----------- Compuware Corporation Common Stock: ESOP* ( 6,686,332 and 8,249,279 shares, respectively) $49,080,337 $78,285,654 401(k) ( 1,349,587 and 1,482,857 shares, respectively) 9,905,970 14,072,313 Fidelity Equity Income Fund 32,933,980 40,450,253 Fidelity Diversified International Fund 58,832,902 60,769,816 Janus Twenty Fund 33,171,690 22,744,094 Fidelity Retirement Money Market Fund 39,691,919 33,529,848 Fidelity U.S Bond Index -- 26,893,645 Vanguard Total Bond Market Index Fund 27,869,675 -- Fidelity U.S. Equity Index Commingled Pool 49,624,917 59,576,200 State Street Global Advisors Mid-Cap Blend Unitized Fund 42,049,175 61,150,728
* Non-participant directed -11- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 8. FUND INFORMATION Investment income, participant contributions, employer contributions, benefits paid to participants, administrative and other expenses and exchanges are as follows for the years ended March 31, 2008 and 2007:
NON-PARTICIPANT DIRECTED --------------------------- COMPUWARE COMPUWARE COMMON STOCK COMMON STOCK PARTICIPANT ESOP * LOAN DIRECTED TOTAL ------------ ------------ ------------ ------------ BEGINNING BALANCE--MARCH 31, 2007 $78,970,088 $313,224 $448,423,646 $527,706,958 INVESTMENT INCOME/(LOSS) (14,765,966) 25,312 (15,589,300) (30,329,954) CONTRIBUTIONS: Participant -- -- 27,601,805 27,601,805 Employer -- -- -- -- Participant rollover -- -- 1,091,324 1,091,324 ----------- -------- ------------ ------------ Total contributions 28,693,129 28,693,129 BENEFITS PAID TO PARTICIPANTS 7,100,897 19,803 51,785,091 58,905,791 ADMINISTRATIVE AND OTHER EXPENSES 75,330 -- 37,134 112,464 PLAN MERGERS -- -- -- -- EXCHANGES (139,081) 159,926 (20,845) -- ----------- -------- ------------ ------------ ENDING BALANCE--MARCH 31, 2008 $56,888,814 $478,659 $409,684,405 $467,051,878 =========== ======== ============ ============
-12- COMPUWARE CORPORATION ESOP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2008 AND 2007 8. FUND INFORMATION (Continued)
COMMON STOCK COMMON STOCK PARTICIPANT ESOP * LOAN DIRECTED TOTAL ------------ ------------ ------------ ------------ BEGINNING BALANCE--MARCH 31, 2006 $ 72,713,009 $ 594,819 $411,392,536 $484,700,364 INVESTMENT INCOME 13,928,001 26,662 45,669,184 59,623,847 CONTRIBUTIONS: Participant -- -- 29,179,820 29,179,820 Employer 758,377 -- (557,583) 200,794 Participant rollover -- -- 2,911,030 2,911,030 ------------ ----------- ------------ ------------ Total contributions 758,377 31,533,267 32,291,644 BENEFITS PAID TO PARTICIPANTS 6,491,346 23,551 42,393,802 48,908,699 ADMINISTRATIVE AND OTHER EXPENSES 26,026 -- 30,583 56,609 PLAN MERGERS -- -- 56,411 56,411 EXCHANGES (1,911,927) (284,706) 2,196,633 -- ------------ ----------- ------------ ------------ ENDING BALANCE--MARCH 31, 2007 $ 78,970,088 $ 313,224 $448,423,646 $527,706,958 ============ =========== ============ ============
* This Balance includes previously forfeited amounts held within other investment funds -13- SUPPLEMENTAL SCHEDULE -14- COMPUWARE CORPORATION ESOP/401(K) PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4I-- SCHEDULE OF ASSETS (HELD AT END OF YEAR) MARCH 31, 2008
DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, COLLATERAL CURRENT LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE (IN SHARES) COST VALUE - ------------------------------------------ ------------------------------------------------------- ----------- ------------ * Compuware Corporation Compuware Corporation Common Stock; 8,035,919 shares $45,089,365 $ 58,986,307 * Fidelity Investments Equity Income Fund; 672,946 units 35,630,796 32,933,980 * Fidelity Investments Diversified International Fund; 1,631,528 units 47,322,498 58,832,902 * Fidelity Investments Dividend Growth Fund; 551,699 units 15,693,787 14,608,984 American Funds Growth Fund of America - Class A Fund; 484,936 units 14,861,707 15,193,040 * Fidelity Investments Retirement Money - Market Fund; 39,691,919 units 39,691,919 39,691,919 * Fidelity Investments Institutional Short - Intermediate Government Fund; 596,155 units 5,750,332 5,919,823 Domini Social Equity Fund; 23,106 units 694,749 671,012 PIMCO Foreign Bond Index Fund; 416,510 units 4,330,095 4,327,545 Laudus Rosenberg U.S. Small Capitalization Fund; 724,208 units 8,935,630 6,539,602 Nicholas Applegate High Yield Bond Fund; 801,311 units 8,035,389 7,500,273 Janus Twenty Fund; 476,194 units 25,539,210 33,171,690 Morgan Stanley Institutional Fund Trust Mid-Cap Growth Fund; 623,188 units 15,785,398 17,767,100 * Fidelity Investments Real Estate Investments; 262,041 units 8,937,785 7,117,040 Lord Abbett Mid Cap Value Fund; 875,704 units 17,812,080 13,424,536 * Fidelity Mangement Trust Company U.S. Equity Index Commingled Pool Fund; 1,144,750 units 39,480,020 49,624,917 State Street Global Advisors Mid-Cap Blend Unitized Fund; 1,,959,354 units 46,432,413 42,049,175 American Funds New Perspective R5 Fund; 526,579 units 15,979,725 16,571,428 Vanguard Target Retirement 2010 Fund; 9,458 units 210,748 209,219 Vanguard Target Retirement 2020 Fund; 29659 units 672,060 653,982 Vanguard Target Retirement 2030 Fund; 18,727 units 426,909 412,361 Vanguard Target Retirement 2040 Fund; 18,311 units 418,445 399,743 Vanguard Target Retirement 2050 Fund; 857units 19,390 18,773 Vanguard Total Bond Market Index Fund; 2,716,342 units 27,769,391 27,869,675 Vanguard Target Retirement Income Fund; 6,127 units 67,431 67,093 Vanguard Target Retirement 2005 Fund; 670 units 7,900 7,850 Vanguard Target Retirement 2015 Fund;76,013 units 973,858 941,040 Vanguard Target Retirement 2025 Fund; 51,173 units 656,814 653,485 Vanguard Target Retirement 2035 Fund; 53,296 units 747,791 715,769 Vanguard Target Retirement 2045 Fund;12,171 units 176,660 168,817 Luther King Capital Management Small Cap Equity Fund; 256,291 units 5,638,317 4,602,981 * Participants Loans to participants (interest rates of 5% to 10%) 5,399,805 ------------ Total assets held for investment purposes $467,051,866 ============
* Party-in-interest -15- EX-23.1 2 k35588exv23w1.txt EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-70549 on Form S-8 of Compuware Corporation of our report dated September 16, 2008 appearing in this Annual Report on Form 11-K of Compuware Corporation ESOP/401(k) Plan for the year ended March 31, 2008. /s/ Crowe Horwath LLP Crowe Horwath LLP South Bend, Indiana September 16, 2008 -16- -----END PRIVACY-ENHANCED MESSAGE-----