Letter from the Prison

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Date Submitted: 01/23/2015 07:09 PM

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1. My entire career was spent at Computer Associates and while I can’t tell you first-hand about the pressures in other companies or industries I believe that CA was among the most aggressive in its pursuit of goals, a fact often relayed to me by my industry peers. Both the CEO and I exerted significant pressure on our teams to meet the goals that we had set for ourselves. As you would expect this has a trickle-down effect to others in the organization. While from this perspective performance was measured by internal goals at an executive level these targets were primarily driven by the expectations set by outside parties, primarily the analyst community. While institutional investors were very important their buy, sell, hold decisions were primarily made while relying on analyst information rather than because of direct communication with the company. There were obviously exceptions to this however the above was true in the majority of cases. Institutional investors tended not to be as industry savvy as the analyst community.

2. My behavior and that of my managers was a direct result of these pressures. Analyst opinion is rarely influenced by strategy, nearly always by execution. My focus was almost solely driven by the execution efforts within the business. This obviously extends to organization structures, compensation plans and distribution mechanisms, with a strong emphasis on tactical execution.

My involvement with the board was also driven primarily by the operational aspects of the business and rarely entered the realms of strategy and direction. Frankly my assessment is that most Boards struggle to add true value on the strategic aspects of the business because they are too far removed from the day to day aspects of the business and usually lack a strong background in the marketplace you represent. This was certainly the case at CA.

3. Culturally at CA you lived on a knife edge. Even at the most senior levels of the business non-performance was...