BMC Letter To Shareholders Regarding Elliott Jun 2012

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BMC’s Independent, Experienced Board Overseeing Continued

Growth and Value Creation

Urges Stockholders to Vote FOR the Board’s Highly Qualified Nominees on the
WHITE Proxy Card Today

Mails Letter to Stockholders

HOUSTON, June 21, 2012 – BMC Software, Inc. (NASDAQ: BMC), the leading global enterprise IT
management company, today mailed a letter to stockholders in connection with the Company’s 2012
Annual Meeting of Stockholders, which highlights the successful execution of BMC’s strategic plan under
the guidance and leadership of the Company’s Board of Directors.

The BMC Board unanimously recommends that BMC stockholders protect the value of their investment
by voting “FOR” all ten experienced and highly qualified BMC director nominees, including: Robert E.
Beauchamp, Jon E. Barfield, Gary L. Bloom, Meldon K. Gafner, Mark J. Hawkins, Stephan A. James, P.
Thomas Jenkins, Louis J. Lavigne, Jr., Kathleen A. O'Neil and Tom C. Tinsley.

Robert E. Beauchamp, the Company’s Chairman, President and Chief Executive Officer, said, “BMC’s
ability to deliver value to customers results in our ability to create value for stockholders. Our
customers rely on BMC to provide integrated IT management solutions that meet the growing demand
created by the explosion of complexity in enterprise IT, and we are well-positioned in the growing $17
billion IT management software market. Our Board is singularly focused on enhancing stockholder value
and regularly reviews alternatives to drive growth and value creation. We are confident that our
strategy and customer-focused approach to innovation and technology will enable us to transform the
enterprise IT industry.”

BMC stockholders are encouraged to use the WHITE proxy card today to vote by telephone, by Internet
or by signing, dating and returning the WHITE proxy card and to discard any green Elliott proxy card they
may receive.

The text of the letter from Mr. Beauchamp and Jon Barfield, BMC’s Lead Independent Director, is below:

June 21, 2012

Dear Fellow Stockholder:

Investors, customers and analysts agree that BMC Software is a great company. In fact, Elliott
Management (“Elliott”) recently stated publicly that “BMC is not a good – but a GREAT –
company” and that “BMC possesses extremely valuable assets and deep and important
customer relationships.” This great company was built under the guidance, direction and
forward-thinking decision-making of your Board of Directors – a Board with exceptional diversity
of experience and qualifications, as well as a track record of building sustainable stockholder
value.

We believe electing Elliott’s nominees would undermine the strength of a diverse and
experienced Board that has demonstrated a track record of execution and stockholder value
creation. With its collective talents, your Board has provided the leadership to create significant
stockholder value and has worked closely with senior management to establish strong
relationships with customers who rely upon BMC’s solutions and who are invested in BMC’s
continued growth.

BMC’S BOARD HAS DELIVERED LONG-TERM STOCKHOLDER VALUE

BMC is one of only a handful of technology companies to achieve success through ongoing
independent execution across multiple decades of rapid technological change. As evidence of
the continuing leadership of our experienced Board, BMC has delivered the following long-term
stockholder returns:
 For the five-year period ending March 31, 2012 (2012 fiscal year-end), BMC has
outperformed the S&P500 by 31 percent and the NASDAQ by three percent.
 For the ten-year period ending March 31, 2012 (2012 fiscal year-end), BMC has
outperformed the S&P500 by 92 percent and the NASDAQ by 44 percent.

BMC’S BOARD HAS BUILT A MARKET LEADER

BMC’s Board regularly engages in strategic decision-making. BMC’s successful acquisition


record demonstrates your Board’s ability to define and execute a strategy that delivers long-
term stockholder benefits. From our game-changing acquisition of Remedy in fiscal 2003 to our
fiscal 2009 acquisition of BladeLogic and our recent acquisition of Numara, as well as many
other strategically significant transactions, customers and analysts are acknowledging BMC’s
broad and deep product portfolio. We believe BMC’s acquisition strategy and performance
has been effective. In the last five years, we grew our non-GAAP diluted earnings per share i at
a compound annual growth rate of 17 percent, and our return on invested capital ii
significantly outperforms that of our peers over both one- and five-year measurement
periods.

Under the leadership of BMC’s Board, we developed and acquired technologies to enhance our
market-leading Business Service Management strategy – now the recognized leading approach
to IT management. More recently, recognizing another shift in technology, we developed our
cloud and SaaS solutions and entered the massive mid-market via our acquisition of Numara,
which brought us expanded sales capability, leading technologies and thousands of new
customer relationships.

As a result of our strategic decisions and execution, we have built a company that now has over
20,000 customers in more than 120 countries, and we are the vendor of choice among a wide
range of advanced IT organizations in vertical segments including financial services, insurance,
healthcare, telecommunications and transportation, as well as local and national governments
around the world. Our customers include ExxonMobil, AT&T, Target, The National Football
League (NFL) and Marriott to name just a few. Approximately 95 percent of the Forbes Global
100 companies trust BMC to help them manage their most complex IT management challenges.
BMC’S ABILITY TO DELIVER VALUE TO CUSTOMERS RESULTS IN
OUR ABILITY TO CREATE VALUE FOR STOCKHOLDERS

Our customer relationships underscore the success and execution of our strategy, our record of
reliability and our skill in addressing greater IT complexity within their organizations. Our
customers value BMC because we solve their most critical challenges with our sophisticated IT
management software solutions. BMC has received strong expressions of support from
customers1:

 “We see a huge benefit from using their [BMC] products, their vision and what they are
doing with BMC Cloud Lifecycle Management is spot on. The growth and transition they
have done in the last year has been amazing, so I see nothing but great things.” –
Randall Poole, VP services delivery, QTS

 “For us, BMC Software has been a partner, more than a partner, a leader in the
management and improvement of IT systems. Now they are talking about the world of
cloud. BMC is the first company to have automated cloud solutions. There are others in
this market as well, but BMC covers a much wider range. And besides that, when you
join forces with BMC, you are joining forces with a company that will support you in all
your needs now and in the future.” – Javier De La Cuerda, director general, Telvent

 “What BMC Software provided to us through some of their very strategic acquisitions
and partnerships was the ability to get a best of breed offering across the board – a
single pane of glass – and lower our costs without having to have four or five different
vendors support TTX’s needs. Now, we have a single vendor in BMC supporting our
needs and the best part about it is that it’s a single group of people to work with.” – Rob
Zelinka, director of infrastructure, TTX Company

 “I wouldn’t recommend anyone else [for enterprise IT management software] because I


think that with BMC Software success would be guaranteed.” – Arturo Gil, manager of
DBDC Monitors, BBVA

 “BMC products have allowed us to continue to scale down our administrative costs
through staffing. We are down approximately 55% from where we were four to five
years ago.” – Rick Zarlenga, IT production support, Blue Cross Blue Shield of Florida

As a result of our robust portfolio of integrated solutions, solid customer service and continued
innovation, our ESM and MSM business units are delivering sophisticated enterprise IT
management solutions to our customers and driving strong financial performance for BMC.

1
Permission to use quotations neither sought nor obtained.
LEADING INDEPENDENT INDUSTRY ANALYSTS RECOGNIZE THE
UNIQUE STRENGTH OF BMC’S PRODUCT PORTFOLIO

Customers are not alone in recognizing the differentiating solutions and services BMC offers.
Independent industry analysts also recognize BMC as the enterprise IT management platform of
choice for organizations around the world.

 “BMC Cloud Planning and Design: Any enterprise project should have at the
front end a solid plan; BMC has developed what may be the most advanced
and, more importantly, hardware-independent planning tool.” – Rob Enderle,
Enderle Group, December 28, 2011

IDC, the premier global market intelligence firm, recently published a worldwide system
management software report covering vendor software revenues and market shares for 2011.
Against a broad array of large competitors, BMC ranked second with $1.54 billion in revenue
and 9.8 percent market share:

 “Top vendors such as BMC were distinguished in this report by the breadth of their IT
management functions and the range of infrastructure platforms supported. Large
heterogeneous data centers typically require multi platform and cross platform support
for key platforms include mainframe, Unix, Linux and Windows. Consequently, th e
ability to manage large enterprise data centers with heterogeneous infrastructures –
physical, virtual, cloud-based and automated – is a key success factor for vendors like
BMC. Many customers regard the ability to deliver a comprehensive IT management
software platform that can manage all hardware options – and all software
applications and platforms – as a ‘must have’ going forward.” – Tim Grieser, Program
Vice President, Enterprise System Management Software, IDC, May 2012

BMC’S BOARD-APPROVED STRATEGY IS DELIVERING SOLID FINANCIAL RETURNS

Under the guidance and leadership of your Board, we believe the continued execution of BMC’s
strategic plan – focused on integrated solutions, customer support and strong partnerships – is
delivering strong financial results. At the same time, we are returning capital to our
stockholders, with $781 million in capital returned via share repurchases in fiscal 2012, which
was 122 percent of our free cash flow. iii

BMC’s momentum is propelled by ongoing, significant customer demand for superior products
and a reliable strategic vendor, as well as our investment in innovation, including our Cloud
Lifecycle Management and SaaS offerings. In fiscal 2012, BMC:
 Achieved record results for revenue, non-GAAP operating income i, non-GAAP diluted
earnings per share i and cash flow from operations;
 Generated approximately $100 million in cloud management related total bookings and
had 70 percent year-over-year growth in cloud management related license bookings;
 Experienced rapid acceleration of our primary SaaS offerings – ending the year with
more than 300 SaaS customers;
 Increased ESM multi-solution wins over $1 million in license bookings by over 10
percent year- over-year and by over 40 percent compared to fiscal 2010; and
 Delivered nearly 550 new MSM product placements to new and existing customers and
increased bookings by six percent year-over-year.

BMC’s Board and senior management team are focused on ensuring that our growth continues.
Early in fiscal 2012, our Board and senior management team identified and addressed issues
with our ESM direct sales force. The actions we took included:
 Implementing a new sales leadership structure;
 Increasing investment in sales employee hiring and retention programs;
 Adjusting sales compensation practices; and
 Creating a new and differentiated sales and go-to-market model focused on specific
customer segments.

As a result of these actions, we increased our ESM sales force capacity by 25 percent, including
the impact from our acquisition of Numara, by the end of fiscal 2012. Since the beginning of our
current fiscal year through the end of May, attrition in our ESM direct sales force has improved
significantly and is down 54 percent as compared to the same period in the prior ye ar.

We expect continued strong growth, and in fiscal 2013 we are targeting:


 Strong top line performance to drive an acceleration in total bookings and
revenue growth of mid to high single digits;
 Non-GAAP diluted earnings per share i to increase to a range of $3.49 to $3.59,
which at the midpoint represents a nine percent increase over fiscal 2012;
 Cash flow from operations to increase to $800 million to $850 million, which at
the midpoint represents a three percent increase over fiscal 2012; and
 Aggressive return of capital, with a level of share repurchase activity consistent with
prior years.

Financial analysts have cited the strength of BMC’s product portfolio and recent
performance 2:

 “BMC ended the year on a high note with revenue, ESM license bookings,
deferred revenue, and overall bookings above our estimates . . . The company
indicated that attrition, sales force hiring, and capacity are improving, which
should bode well for the company as it enters FY’13 . . . Following a solid fourth
quarter, we still believe the end-market for the company’s ESM products
remains robust and many of its products remain best-in-class.” – Matthew
Hedberg, RBC, May 10, 2012

 “BMC did what it needed to do in F4Q; posting an improvement in license


bookings, delivering on its sales capacity additions and maintaining its strong
cash flow profile into FY13.” – Aaron Schwartz, Jefferies, May 10, 2012

 “We believe that the re-acceleration in ESM bookings, successful sales force
transition, and Numara acquisition will all have a positive impact in FY13.” –
Philip Reuppel, Wells Fargo, May 9, 2012

2
Permission to use quotations neither sought nor obtained.
ENSURE BMC’S CONTINUED SUCCESS:
SUPPORT YOUR BOARD’S EFFORTS TO ENHANCE STOCKHOLDER VALUE

With a differentiated and integrated portfolio of products capable of managing distributed,


mainframe, virtual and cloud architectures in a heterogeneous environment, we believe BMC is
uniquely positioned to solve critical customer challenges and capture new growth opportunities
in the $17 billion IT management software market.

Your Board and management team are pursuing a focused strategy of delivering innovative
management software solutions that help customers reduce the cost of ownership and improve
the performance of their IT assets. By remaining flexible and open to new opportunities, we
believe your Board has a demonstrated, successful track record of delivering sustainable long-
term stockholder value across multiple time periods marked by technology shifts.

WE BELIEVE BMC HAS THE RIGHT BOARD IN PLACE TO SUCCESSFULLY


REPRESENT STOCKHOLDER INTERESTS

We believe the BMC Board has the experience and diversity of backgrounds to represent the
interests of all stockholders, and together with the Company’s management team, continually
engages with stockholders and remains open to such engagement. In our opinion, your Board
has the depth and breadth of experience to successfully execute on BMC’s strategy, which is
producing our strong performance. The BMC director nominees are independent, diverse and
highly qualified, and possess a range of relevant business, financial and corporate governance
experience. We believe your Board has both the critical industry knowledge, as well as the
corporate expertise, to continue executing our strategy to enhance value for all BMC
stockholders.

Elliott has proposed to replace four BMC Board nominees – Jon E. Barfield, Meldon K. Gafner,
Kathleen A. O’Neil and Tom C. Tinsley – who bring diverse expertise that complements the
other experienced professionals on the BMC Board. In addition to software, cloud and SaaS
experience, their professional backgrounds include: sales, finance, operations, technology,
private equity, M&A, corporate governance and risk management, as well as other public board
experience. Collectively, this range of expertise beyond the software industry provides valuable
perspective to the BMC Board. We believe that this broad range of qualifications is necessary
to ensure that the Board is well-informed and has the ability to make better decisions on the
range of topics regularly presented to the Board.

These four nominees have complementary experience to that of our other Board members:
 Jon E. Barfield, BMC’s Lead Independent Director, brings to the Board experience
regarding legal risk oversight and risk management, financial reporting, attracting and
retaining key talent and related human resources experience, corporate governance,
and mergers and acquisitions. He is currently the President and Chief Executive Officer
of LJ Holdings Investment Company, LLC, a private investment company, and is a
member of the Board of Directors of CMS Energy. In 2012, he retired as Chairman and
President of Bartech Group, Inc., one of the largest independent talent acquisition and
management firms in the U.S. specializing in managing human capital procurement for
regional, national and global corporations, the placement of engineering and
information technology professionals and business process consulting services. Mr.
Barfield has extensive public company board experience having served on the Boards of
Dow Jones & Company, which was acquired by News Corp, Motorola Mobility Holdings,
Inc., which was acquired by Google, and National City Corporation, which was acquired
by PNC Bank.

 Meldon K. Gafner possesses knowledge and experience in management of companies


focusing on technology-driven innovation. He is an industry veteran in communications
technology and data distribution, having served as a consultant in communications
technology to venture capital firms. From 1988 to 1997, he served in various leadership
roles, including Chief Executive Officer and Vice Chairman of Comstream Corporation, a
privately held manufacturer of high-speed satellite earth stations for data distribution.
Prior to Comstream, he was an executive officer of Integrated Software Systems
Corporation, a publicly traded software company.

 Kathleen A. O’Neil is an expert in global finance, risk management, strategy


development and corporate governance, and has excelled in a diverse set of leadership
roles ranging from the Federal Reserve Bank to IBM to Liberty Street Advisors, LLC, a
company she founded in 2001. She is currently the President and Chief Executive
Officer of Liberty Street, which advises public and private companies on corporate
governance, risk management and strategy development. She is well known in the
global financial community through over 20 years of executive roles at the Federal
Reserve Bank of New York. At IBM, Ms. O’Neil was the General Manager of the Global
Financial Markets Infrastructure Group. Ms. O’Neil currently serves as a Lead
Independent Director on the Board of Guidance Software, a publicly traded software
company. Ms. O’Neil also serves as the Non-Executive Chair on the Board of Trustees of
the Motley Fool Funds Trust and is a member of the Board of Directors of MetLife Bank,
N.A., a subsidiary of MetLife, Inc. Ms. O’Neil is currently a Woodrow Wilson Visiting
Scholar for the Council of Independent Colleges and is a member of The Council on
Foreign Relations.

 Tom C. Tinsley has a strong background in finance, private equity and technology. Mr.
Tinsley brings to the Board managerial experience in the software industry and the
Board values and benefits from Mr. Tinsley’s experience in evaluating, investing in and
acquiring technology companies. He is currently an Advisory Director for General
Atlantic Partners. From 2001 to 2011, Mr. Tinsley was a Managing Director at General
Atlantic, a global private equity firm with more than 50 portfolio companies and $17
billion in assets under management. Prior to General Atlantic, he served as Chairman of
the Board of Managing Directors of Baan Company N.V., a software company based in
The Netherlands. He began his career at McKinsey & Company Inc. in the firm’s
technology practice. Mr. Tinsley also serves on the Boards of Intermedia and Net1 UEPS
Technologies, Inc.

Your Board undergoes regular, professionally facilitated evaluations and has demonstrated its
commitment to maintaining a strategically current membership. In fact, three new,
independent Directors have joined the Board in the past five years – Gary L. Bloom, Mark J.
Hawkins and Stephan A. James – two of whom joined within the past two years. As a result,
your Board comprises a strong mix of new Directors and those who have served for longer
periods of time – and who have a deep understanding of BMC and its industry. Many of your
director nominees have guided BMC through numerous market cycles and understand how to
best position the Company to succeed in the ever-evolving software industry.

Your Board is strategically balanced and diverse in terms of experience, tenure, industry
(weighted toward software and technology), age, gender, race and skills and has proven to be
flexible, adaptable and experienced at capturing the growth created by new technology waves
and building sustainable stockholder value.

WE BELIEVE ELLIOTT’S NOMINEES WOULD ONLY REPRESENT


THE INTERESTS OF ONE STOCKHOLDER: ELLIOTT

In contrast to the diverse and experienced BMC Board, we believe Elliott’s proposal would
diminish the strong professional diversity of your Board, which is well represented by the
industry veterans and leaders with relevant software and technology experience already on
your Board. The Board’s Corporate Governance & Nominating Committee has unanimously
determined that in its opinion Elliott’s four nominees as a group would not effectively
represent the interests of all BMC stockholders and would instead be solely focused on
advancing Elliott’s pre-determined agenda. In its May 15, 2012, letter to BMC, Elliott
confirmed that its nominees have pre-judged BMC and are committed to pursuing Elliott’s
agenda which includes putting BMC up for sale. The May 15 letter noted that Elliott’s nominees
“share *Elliott’s+ view of BMC’s value” and have “significant insight into potential acquirers to
help drive a successful outcome for BMC.”

We believe that Elliott’s platform does not recognize the inherent value of BMC at this critical
time of growth in our industry. This is not a market for consolidation by way of a fire sale of
our Company; this is a market for rapid and highly targeted growth – and we believe BMC has
the right Board to deliver on this value potential.

BMC is committed to having open-minded Board members who are focused on the long-term
interests of ALL stockholders, not only the agenda of Elliott. We are always open to any
alternative that fully reflects the value and prospects of BMC.

Do not risk electing nominees who in our opinion would undermine the strength of a diverse
and experienced Board that has demonstrated a track record of execution and stockholder
value creation. With its collective talents, your Board has been a driver of significant growth
and has worked diligently with senior management to establish strong relationships with
customers who rely upon BMC’s solutions and who are invested in BMC’s continued growth.

PROTECT YOUR INVESTMENT – VOTE THE WHITE PROXY CARD TODAY

Vote “FOR” the BMC Board’s nominees: Robert E. Beauchamp, Jon E. Barfield, Gary L. Bloom,
Meldon K. Gafner, Mark J. Hawkins, Stephan A. James, P. Thomas Jenkins, Louis J. Lavigne, Jr.,
Kathleen A. O’Neil and Tom C. Tinsley.
Your vote is extremely important, no matter how many or how few shares you own. Whether
you plan to attend the Annual Meeting, you have an opportunity to protect your investment
in BMC by voting the WHITE proxy card. We urge you to vote today by telephone, by Internet,
or by signing and dating the enclosed WHITE proxy card and returning it in the postage -paid
envelope provided. Please do not return or otherwise vote any green proxy card sent to you by
Elliott. If you have any questions or need assistance voting your shares, please contact our
proxy solicitor, D.F. King & Co., Inc., toll free at 1-800-628-8536.

On behalf of your Board, we thank you for your continued support of BMC.

Sincerely,

/s/ /s/

Robert E. Beauchamp Jon E. Barfield


Chairman of the Board & Chief Executive Officer Lead Director

YOUR VOTE IS IMPORTANT


If your shares are registered in your own name, please sign, date and mail the enclosed WHITE proxy card
in the self-addressed, pre-paid envelope provided.

If your shares are held in the name of a custodian broker, bank or other nominee, please sign, date and
mail the enclosed WHITE voting instruction form in the return envelope provided.

You may also cast your vote by touch tone telephone or via the Internet by following the instructions on
your WHITE proxy card or voting instruction form.

Please be aware that you may receive multiple proxy cards and/or voting instruction forms in connecti on
with BMC’s 2012 Annual Meeting. We ask that you return each and every WHITE proxy card and voting
instruction form you receive and please discard any green proxy card and voting instruction form you
receive. Only your latest dated proxy will be counted.

If you have any questions or need assistance voting your WHITE proxy card, please call our proxy solicitor,
D.F. King & Co., Inc., toll free at 1-800-628-8536.

Morgan Stanley & Co. LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as
legal counsel to the Company.

Business Runs on IT. IT Runs on BMC Software.


More than 20,000 IT organizations – from the Global 100 to the smallest businesses – in over 120
countries rely on BMC Software (NASDAQ: BMC) to manage their business services and applications
across distributed, mainframe, virtual and cloud environments. With the leading Business Service
Management platform, Cloud Management, and the industry’s broadest choice of IT management
solutions, BMC helps customers cut costs, reduce risk and achieve business objectives. For the four fiscal
quarters ended March 31, 2012, BMC revenue was approximately $2.2 billion. For more information,
please visit www.bmc.com.
###
BMC, BMC Software, and the BMC Software logo are the exclusive properties of BMC Software Inc., are
registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in
other countries. All other BMC trademarks, service marks, and logos may be registered or pending
registration in the U.S. or in other countries. All other trademarks or registered trademarks are the
property of their respective owners. © Copyright 2012 BMC Software Inc.

FORWARD LOOKING STATEMENTS


This Press Release contains certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are identified by the use of the words “believe,” “expect,” “anticipate,” “estimate,”
“will,” “contemplate,” “would” and similar expressions that contemplate future events. Such forward-
looking statements are based on management’s reasonable current assumptions and expectations.
Numerous important factors, risks and uncertainties, including, but not limited to, those contained in
our documents and reports filed with the Securities and Exchange Commission ( the “SEC”), affect our
operating results and could cause our actual results, levels of activity, performance or achievement to
differ materially from the results expressed or implied by these or any other forward-looking statements
made by us or on our behalf. There can be no assurance that future results will meet expectations. You
should carefully review the cautionary statements described in the documents and reports we file from
time to time with the SEC, specifically our Annual Reports on Form 10-K, our Quarterly Reports on Form
10-Q and our Current Reports on Form 8-K. Information contained on our website is not part of this
Press Release.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this
Press Release, which reflect management’s opinions only as of the date hereof. Except as required by
law, we undertake no obligation to revise or publicly release the results of any revision to any forward -
looking statements.

CERTAIN INFORMATION REGARDING PARTICIPANTS


BMC Software, Inc. (“BMC”), its directors and certain of its executive officers are deemed participants in
the solicitation of proxies from BMC stockholders in connection with the matters to be considered at
BMC’s 2012 Annual Meeting. In connection with the solicitation of proxies, BMC has filed a definitive
proxy statement and other relevant documents concerning the proposals to be presented at BMC’s
2012 Annual Meeting with the SEC. In connection with the 2012 Annual Meeting, BMC has mailed the
definitive proxy statement to stockholders. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ BMC’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of participants, and
their direct or indirect interests, by security holdings or otherwise, are set forth in the definitive proxy
statement BMC filed with the SEC on June 5, 2012. Additional information can also be found in BMC’s
Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 10, 2012. To
the extent holdings of BMC securities have changed since the amounts printed in the definitive proxy
statement for the 2012 Annual Meeting, such changes have been or will be reflected on Statements of
Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Stockholders will be able to
obtain any proxy statement, any amendments or supplements to the proxy statement and other
documents filed by BMC with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will
also be available at no charge at the Investors section of our corporate website at http://
investors.bmc.com.
Contacts

Investors:
Derrick Vializ
BMC Software, Inc.
713-918-1805
[email protected]

or

Thomas Germinario / Jordan Kovler / Richard Grubaugh


D.F. King & Co., Inc.
212-269-5550

Media:

Joele Frank / Andy Brimmer / Jennifer Friedman


Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
i
Non-GAAP Operating Income and Non-GAAP Diluted Earnings per Share are non-GAAP financial measures
regularly used by us in our quarterly earnings release and other public disclosures, wherein we also provide
reconciliations to comparable GAAP measures of operating income and diluted earnings per share, respectively. In
comparison to the comparable GAAP measures, these non-GAAP financial measures exclude share-based
compensation expense; the amortization of intangible assets; severance, exit costs and related charges; as well as
the related tax impacts of these items; and certain discrete tax items.
ii
Return on Invested Capital (ROIC) is a non-GAAP financial measure. Annual ROIC was calculated as X/Y, where: X =
reported earnings before income taxes adjusted to add back interest expense and gain (loss) on investments, net,
for the applicable fiscal year period, tax effected based on the Company’s effective consolidated tax rate for the
fiscal year period; and Y = total capital, calculated as reported total stockholders’ equity plus total borrowings
(current and long-term portions) as of the end of the applicable fiscal year period.
iii
Return of capital as a percentage of free cash flow is a non-GAAP financial measure calculated for an applicable
period as X/Y, where: X = treasury stock acquired plus dividends paid (return of capital) for the applicable fiscal
year period; and Y = free cash flow, calculated as net cash provided by operating activities minus cash paid for the
capitalization of software development costs and minus cash paid for purchases of property and equipment.

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