CA Technologies - Rally Software

CA Technologies, formerly known as Computer Associates International, Inc. and CA, Inc., is an American multinational publicly held corporation headquartered in New York City. It ranks as one of the largest independent software corporations in the world. The company creates systems software (and previously applications software) that runs in mainframe, distributed computing, virtual machine and cloud computing environments.

The company had been a provider of anti-virus and Internet security commercial software programs for personal computers during its venture into the business-to-consumer ("B2C") market, today it is primarily known for its business-to-business ("B2B") mainframe and distributed (client/server, etc.) information technology ("IT") infrastructure applications since the spin off of their security products into Total Defense. CA Technologies states that its computer software products are used by "a majority of the Fortune Global 500 companies, government organizations, educational institutions, and thousands of other companies in diverse industries worldwide." CA Technologies is also part of the Clinton Global Initiative.

CA Technologies posted $4.4 billion in revenue for fiscal year 2014 (ending March 31, 2014) and maintains offices in more than 40 countries. The company employs approximately 12,700 people (March 31, 2014). CA holds more than 950 patents worldwide, and has more than 900 patent applications pending.

History

Inception and early years

The company was established by Charles Wang and Russell Artzt in 1976.

Under regulatory pressure in 1969, IBM announced its decision to unbundle the sale of computer hardware from its software and support services; i.e., mainframe computers from computer programs, etc. (At this time, the computer industry was dominated by mainframes and their related operating systems, principally from IBM.) The decision opened new markets to competition and provided an opportunity for entrepreneurs to enter the nascent software industry â€" an opportunity Charles Wang along with his friend and business partner Russ Artzt exploited by creating a company to develop and sell IBM mainframe software, so they developed several products for that market with modest success. In 1976, they obtained exclusive North American distribution rights for CA-Sort, a sort/merge/copy and data management utility software program that helps mainframe computers manipulate data efficiently. The sorting product had previously been distributed by independent software vendor ("ISV") Pa nsophic Systems under the name PanSort. CA-Sort was originally developed by a Swiss ISV named Computer Associates, founded by Sam Goodner and Max Sevcik several years earlier. The product had found success in Europe, but sales in North America hadn't kept pace. Wang and Artzt established a new venture (in partnership with the Swiss company), which they named Trans-American Computer Associates and went to market with CA-Sort, along with their original products.

CA-SORT's sorting algorithms and the product's performance (mostly on the DOS/VS computing platform), combined with modest pricing and the sales acumen of Charles Wang, led to rapid growth in the large and lucrative North American market. Helping fuel that growth was CA's entry to the DOS/VS enterprise storage management market with software products CA-Dynam/T (tape management system), CA-Dynam/D (disk or "DASD" (direct-access storage device) management) and CA-Dynam/FI (dynamic file independence). Another useful tool that brought OS/MVS sophistication to DOS/VS(E) environments was CA-Driver, a Job Control Language (JCL) management product. CA-Sort's primary competitors were Syncsort from Whitlow Computer Systems, plus DFSORT and SM-023 from IBM. "Synergy" among CA's products became the consistent theme that brought competitive advantage and laid the foundation for the Unicenter concept years later.

1980s

Throughout the decade, the company grew rapidly via several strategic and some surprising acquisitions: CGA Computer's Top Secret product, plus software makers Capex Corporation (flagship products OPTIMIZER, TLMS, SCHEDULER), Johnson Systems (flagship product JARS), Value Software (flagship product DISPATCH) and Uccel Corporation among them. In recognition of his success in 1983, Charles Wang was given a "Software CEO of the Year" award. In May 1985, CA-Unicenter was introduced as an integrated collection of many of its recently acquired, mainframe systems products. Its sales (often "wrap & roll" financial deals) helped bring CA enough revenue and market share, especially from existing customers converting from DOS/VSE (z/VSE today) to OS/MVS (z/OS today), that CA was eventually able to acquire its archrival, UCCEL Corporation, in 1987. Ownership of those industry-standard, flagship products (UCC-1, UCC-7, UCC-11, plus ACF2) made CA the largest independent vendor of mainframe infrastructure software and dominant vendor of OS/MVS security software with CA-Top Secret (#2 market share) and CA-ACF2 (#1 market share). IBM's Resource Access Control Facility (RACF) product held the #3 market share position. On 24-May-2012, Jeffrey R. Yost, Ph.D. (conservancy.umn.edu/bitstream/handle/11299/132470/oh404bs.pdf) interviewed Barry Schrager, one of ACF2's three original developers, who noted that: (a) When SKK was sold in 1986, ACF2 had a 60% market share while IBM’s RACF and CA’s Top Secret split the other 40%; and (b) Currently (2015), RACF has 75% market share while ACF2 and Top Secret from CA share the other 25 percent. UCCEL's acquisition also made Walter Haefner, that company's half-owner at the time, CA's largest individual shareholderâ€"a distinction he enjoyed until his death in June 2012.

Whereas CA's historical focus had been on system utilities including those for the VM/CMS (z/VM today) mainframe platform, the company also sought via its 1986 acquisition of Software International to compete in the applications arena against Dun & Bradstreet's former market leaders Management Science America (MSA) and McCormack & Dodge (M&D). CA also competed against Microsoft and Lotus Development Corporation through the acquisition of companies such as Information Unlimited Software that provided spreadsheet, word processor, graphics and other applications. In addition to its existing CA-Universe database management system ("DBMS") product, CA acquired independent software vendors Applied Data Research (ADR) in 1988 and Cullinet in 1989. Both companies were struggling against IBM and its DB2 product offering.

In 1987, CA's stock began trading on the New York Stock Exchange using the ticker symbol "CA" following its time (1981â€"1987) on the NASDAQ using the stock symbol "CASI". As the decade ended, CA became the first software company after Microsoft to exceed $1 billion in sales.

1990s

Early in the decade, CA was forced to address criticism of the company (lack of strategic focus, incompatibilities among its disparate product lines, a reputation for poor customer service, plus failure to win a significant share in application software and database management system markets) as well as a sharp decline in its stock price, which fell more than 50% during 1990. The ensuing changes included a push into foreign markets (Japan, Canada, Africa, Latin America), reform in how the company charged its customers for software maintenance, and improved compatibility with products from other vendors such as Hewlett-Packard (HP), Apple Computer, and Digital Equipment Corporation (DEC). In 1994, CA acquired the ASK Group (which had acquired Ingres Corporation in 1990) and continued to offer the Ingres database management system under a variety of brand names (for example, OpenIngres, Ingres II, or Advantage Ingres).

CA became the target of several competitors' aggressive "rip & replace" sales campaigns, often led by ex-CA employees motivated by revenge. Meanwhile, CA continued its expansion through acquisitions (including many of those competitors), most notably in client/server computing (Legent Corporation for $1.78 billion in 1995, at that time the biggest-ever acquisition in the software industry) and data storage software (Cheyenne Software for $1.2 billion in 1996). CA again laid claim to the software industry's then-largest acquisition ($3.5 billion) via Platinum Technology International in 1999. As part of that acquisition, CA obtained the AutoSys distributed systems (vs. mainframe) job scheduler, which Platinum had acquired in 1995. Shortly after its acquisition of Platinum, in order to avoid antitrust problems, CA had to divest itself of certain mainframe products, owning at least six batch processing schedulers. The divestiture was primarily of the Z/Team products (Zeke job sch eduler, etc.) originally from Altai, Inc., also acquired by Platinum in 1995. CA had previously initiated a lawsuit against Altai, claiming copyright infringement and trade secret misappropriation (Computer Associates Int'l, Inc. v. Altai Inc.) after discovering in the late 1980s that CA's System Adapter code was in Altai's OSCAR software module. ASG Software Solutions eventually took ownership of those former Altai products.

Following CA's acquisition of Uccel in 1987, many of CA's customers felt trapped, considering the company's dominance in mainframe security software, tape management and batch job scheduling. That sense of vendor lock-in was exacerbated when mainframe databases DATACOM/DB (from ADR) and IDMS (from Cullinet) were acquired by CA in the very late '80s. Several of CA's customers went "running into the arms" of IBM following IBM's 1996 acquisition of Tivoli Software. IBM's RACF security software gained significant market share and DB2 replaced much of CA's mainframe database clientele as did Oracle on non-mainframe platforms. CA's 1999 acquisition of Platinum Technology came as a shock, especially since Platinum unabashedly claimed in its sales campaign against smaller ISVs (like Israel's New Dimension Software and its technically superior CONTROL-M job scheduler) that those competitors could easily be swallowed by CA and that "Platinum would never be acquired by CA". The main reason f or defections from CA wasn't that its software was bad, but that its behavior as a vendor was. Those experiences left customers with a bitter taste for ISVs and has since allowed IBM to portray all ISVs as potential extortionists.

CA's stock price (in 2012 dollars) spanned a range from a low of $1.38 in September 1990 to just over $70 in December 1999.

2000s

Entering the new millennium, CA was the assemblage of some 200 acquired companies. CA faced further challenges in the early 2000s including constraints imposed by the U.S. Department of Justice on acquisitions, the need to service and refinance large amounts of debt, and a proxy battle between the board and shareholders. The company also suffered from controversies regarding executive compensation, accounting methods, and insider-trading by its then CEO and chairman, Sanjay Kumar.

CA started the India Technology Centre in Hyderabad on December 10, 2003 with an initial group of engineers recruited in the first batch of 50 employees. Between 2004 and 2006, CA made sweeping changes among its board and executive team, including the appointment of a new CEO, John Swainson, plus new appointments to the positions of Chairman, Executive Vice President of Strategy and Business Development, CFO, COO, CTO, Chief Marketing Officer, Chief Administrative Officer, and co-General Counsel, most of which were outside appointments. On September 1, 2009, CA announced CEO John Swainson's decision to retire by the end of the year.

During this time, the company presented its Enterprise IT Management (EITM) vision to unify and simplify enterprise-wide IT and debuted the largest number of products in its history. In 2004, CA released Ingres r3 under an open source license. The code includes the DBMS server and utilities and the character-based front-end and application-development tools. In essence, the code has everything except OpenROAD, the Windows 4GL GUI-based development environment. In November 2005, Garnett & Helfrich Capital, in partnership with CA, created a new company called Ingres Corporation, which provides support and services for Ingres, OpenROAD, and the connectivity products.

In 2006, CA obtained yet another well-respected, mainframe-centric, job scheduling / workload automation product, ESP, by acquiring Cybermation, Inc.

Underscoring the message of a changed company, CA also unveiled a new global branding program to inspire the industry to “Believe Again” in the power of technology to support business. CA changed its name from Computer Associates International, Inc. to CA, Inc. in 2006 and to CA Technologies in 2010. In Q2 of 2009, the company announced its support for Lean IT through an announcement of 13 new and enhanced EITM products.

2010s

In 2010, the company acquired eight companies to support its cloud computing strategy: 3Tera, Nimsoft, NetQoS, Oblicore, Cassatt, 4Base Technology, Arcot Systems, and Hyperformix.

On January 28, 2010, CA Technologies announced that William E. McCracken would be its chairman of the board and chief executive officer.

On October 22, 2010, the company was ranked among the greenest companies by Newsweek’s Green rankings.

In 2011, CA sold its antivirus properties to Updata Partners, which spun the division off as "Total Defense".

In 2012 Royal Bank of Scotland Group, a UK banking group, told journalists it was considering legal action against CA as a consequence of large-scale disruption in payment processing identified as having a root cause in the CA-7 mainframe job workflow and scheduling software provided by CA.

On January 7, 2013, CA Technologies announced that Michael P. Gregoire would be a member of the board and new chief executive officer. Michael is leading the effort to reshape CA Technologies. The company is shifting R&D spend to new innovations; increasing its focus on market and brand awareness; and, is putting in place the tools and capabilities needed to reach more customers and increase sales velocity.

In July 7, 2014, CA Technologies announced it entered into a definitive agreement to divest its CA arcserve data protection business (arcserve) to Marlin Equity Partners (Marlin).

On May 27, 2015, CA Technologies bought Rally Software.

In August 2015, CA Technologies acquired Xceedium, Inc.

Controversies

CA has been party to a number of lawsuits over its forty-year history, and particularly so during the period from the early 1990s to early 2000s. One of the higher-profile disputes was a 1992 suit by Electronic Data Systems (EDS), which was a CA customer. EDS accused CA of breach of contract, including misuse of copyright and violations of anti-trust laws. CA filed a counter-claim, also alleging breach of contract, including copyright infringement and misappropriation of trade secrets. The companies reached a settlement in 1996. Meanwhile, a hostile (and unsuccessful) takeover bid by CA in 1998 for computer consulting firm Computer Sciences Corporation (CSC) prompted a bribery suit by CSC’s (then) chairman Van Honeycutt against CA’s founder and (then) CEO, Charles Wang.

Further controversy followed in 1999 when Wang received the largest bonus in history at that time from a public company. Moreover, this receipt (a $670 million stock grant that dated to the vesting of a 1995 stock option) occurred while the company faced a slowdown in European markets and an economic slump in Asia, both of which had affected CA's earnings and stock price. In total, the company took a $675 million after-tax charge for $1.1 billion in payouts to Wang and other top CA executives.

In 2000 a shareholder-based class-action lawsuit accused CA of misstating more than $500 million in revenue in its 1998 and 1999 fiscal years in order to artificially inflate its stock price. An investigation by the Securities and Exchange Commission (SEC) also followed, which resulted in charges against the company and some of its former top executives. The SEC alleged that from 1998 to 2000, CA routinely kept its books open to include quarterly revenue from contracts executed after the quarter ended in order to meet Wall Street analysts’ expectations. The company reached a settlement with the SEC and Department of Justice in 2004, agreeing to pay $225 million in restitution to shareholders and to reform its corporate governance and financial accounting controls. Eight CA executives since pleaded guilty to fraud charges â€" most notably, former CEO and chairman Sanjay Kumar, who received a 12-year prison sentence for orchestrating the scandal. The company subsequently made swee ping changes through virtually all of its senior leadership positions.

Acquisitions

CA has a long history of acquisitions in the software industry; some of the largest are listed below.