-----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, O0QtF2qyIgnK61xJITmiXGiGLds7zP7tvPBfg6fvn2UhB/il0+0JjqchP7sXQ+bN OUxeziHk92araw45cSnggA== 0000950123-07-007840.txt : 20070523 0000950123-07-007840.hdr.sgml : 20070523 20070523163155 ACCESSION NUMBER: 0000950123-07-007840 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070523 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CA, INC. CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 07874261 BUSINESS ADDRESS: STREET 1: ONE CA PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313423550 MAIL ADDRESS: STREET 1: ONE CA PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 8-K 1 y35413e8vk.htm FORM 8-K 8-K
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 23, 2007
(Date of earliest event reported)
 
CA, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
     
1-9247
(Commission File Number)
  13-2857434
(IRS Employer Identification No.)
     
One CA Plaza
Islandia, New York
(Address of Principal Executive Offices)
  11749
(Zip Code)
(631) 342-6000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02. Results of Operations and Financial Condition.
On May 23, 2007, CA, Inc. (“CA”) issued a press release announcing its financial results for the fiscal quarter and fiscal year ended March 31, 2007. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
Exhibit 99.1
  Press Release dated May 23, 2007, relating to CA’s financial results.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CA, INC.
 
 
Date: May 23, 2007  By:   /s/ Kenneth V. Handal    
    Kenneth V. Handal   
    Executive Vice President, Global Risk & Compliance,
and Corporate Secretary 
 
 

 

EX-99.1 2 y35413exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

CA REPORTS SOLID Q4 AND FISCAL YEAR 2007 RESULTS
Announces Intention to Repurchase Up to $500 Million
in Common Stock
Company Will Hold Webcast at 5 p.m. ET
ISLANDIA, N.Y., May 23, 2007 – CA (NYSE:CA), one of the world’s largest management software companies, today announced results for its fourth quarter and full year fiscal 2007, which ended March 31, 2007.
Financial Information Overview
                                                 
(in millions, except share data)   Q4FY07   Q4FY06   Change   FY07   FY06   Change
Revenue
  $ 1,005     $ 942       7 %   $ 3,943     $ 3,772       5 %
GAAP Diluted (LPS)/EPS from Continuing Operations
  ($ 0.04 )   ($ 0.07 )     n/m     $ 0.22     $ 0.27       (19 %)
GAAP (Loss)/ Income from continuing operations
  ($ 20 )   ($ 39 )     n/m     $ 121     $ 160       (24 %)
GAAP Cash Flow from continuing operations
  $ 521     $ 566       (8 %)   $ 1,068     $ 1,380       (23 %)
Non-GAAP Operating EPS*
  $ 0.20     $ 0.13       54 %   $ 0.88     $ 0.85       4 %
 
*   Operating earnings per share is a non-GAAP financial measure, as noted in the discussion of non-GAAP results below. A reconciliation of GAAP loss per share/earnings per share to non-GAAP earnings per share is included in the tables following this news release.
“I am pleased with CA’s execution in the second half of the 2007 fiscal year as we met or exceeded our full-year guidance for total revenue, non-GAAP earnings per share, total product and services bookings and cash flow from operations,” said John Swainson, CA president and chief executive officer. “Our solid performance was a result of our increased focus on execution in all

 


 

areas of our business, with particular emphasis on our restructuring and cost savings efforts, go-to-market strategy and an improved operational focus.
“Over the last 12 months, we have refreshed virtually all our major product lines and at CA WORLD in April introduced 16 Capability Solutions based on our Enterprise IT Management vision,” Swainson continued. “We are seeing increased demand for our infrastructure management, business service optimization and security management offerings, which help our customers govern, manage and secure their IT environments. I am confident that we have the right technology vision, products and solutions and senior management team to continue our momentum from the second half of fiscal 2007.
“I am also very pleased that CA has successfully concluded the Deferred Prosecution Agreement,” Swainson said. “As a result of the hard work of all CA employees, we are now a stronger company and are moving forward with a sense of vigor and enthusiasm to becoming one of the world’s most successful software companies.”
Fourth Quarter and Full-Year Results
Revenue for the fourth quarter was $1.005 billion, an increase of 7 percent, or 4 percent in constant currency, over the $942 million in the comparable prior year period. Aside from the gains attributed to currency, the increase in revenue primarily came from growth in subscription revenue and professional services. The increase was partially offset by decreases in software fees and other revenue, maintenance and financing fee revenue as CA continues to transition from its prior business model. Revenue from professional services was up 3 percent over the comparable prior year period.
Total North America revenue was up 6 percent while revenue from international operations was down approximately 2 percent on a constant currency basis.

 


 

For the full year, revenue was $3.943 billion, up 5 percent, or 3 percent in constant currency, compared to the $3.772 billion reported in fiscal year 2006. As in the fourth quarter, the increase primarily was due to growth in subscription revenue and professional services revenue. Those increases partly were offset by declines in software fees and other revenue, maintenance and financing fee revenue.
Subscription revenue for the fourth quarter was $793 million, an increase of 11 percent, or 8 percent in constant currency, over the $715 million reported in the prior year period. Subscription revenue accounted for 79 percent of total revenue, compared to 76 percent reported in the comparable prior year period. For the fiscal year, subscription revenue was $3.067 billion, an increase of 8 percent, or 7 percent in constant currency, compared to the $2.837 billion reported in the prior year period. Subscription revenue accounted for 78 percent of total revenue, compared to 75 percent reported in the 2006 fiscal year.
Total product and services bookings in the fourth quarter were $1.133 billion, and for the full year, bookings were $3.938 billion. This represents a year-over-year decline of 5 percent from the $1.192 billion reported in the fourth quarter of fiscal year 2006 and an increase of 16 percent from the $3.381 billion reported for the full 2006 fiscal year. The decrease in fourth quarter bookings year-over-year can be attributed, in part, to very strong bookings in the third quarter, which decreased the number of contracts that were available to be renewed in the fourth quarter of fiscal year 2007.
The weighted average duration of new direct bookings in fiscal year 2007 was 3.29 years, compared to 3.03 years in fiscal year 2006.
Total expenses, before interest and taxes, for the fourth quarter were $1.017 billion, up 3 percent, compared with $988 million in the prior year period. In

 


 

the quarter, the Company experienced significantly higher restructuring and other costs and expenses associated with the delivery of professional services compared to the prior year period as well as an increase in bonus expenditures. This was offset partially by significantly lower sales commission expense and amortization of capitalized software costs.
On a non-GAAP basis, the Company reported fourth quarter operating expenses of $830 million, which excludes restructuring and other costs and amortization costs, down 2 percent from the $851 million reported in the prior year period. This decreased expense level for the fourth quarter reflects lower sales commission and promotion expenses and progress on expense management initiatives, offset by higher expenses associated with the delivery of professional services.
For the full year, total expenses, before interest and taxes, were $3.729 billion, up 3 percent from the $3.606 billion reported for fiscal 2006. The Company experienced significantly higher restructuring and other expenses and costs associated with the delivery of professional services in fiscal year 2007 as compared to fiscal year 2006, as well as an increase in bonuses expenditures. This was offset partially by lower commissions expense and lower amortization of capitalized software costs.
The fourth quarter of fiscal year 2007 included restructuring and other charges of $100 million, of which $71 million was related to severance costs and $8 million associated with the closure of facilities under the fiscal year 2007 cost reduction and restructuring plan. For the full year, the Company recorded restructuring and other costs of $201 million. The fiscal year 2007 total includes $147 million in costs associated with the Company’s fiscal year 2007 cost reduction and restructuring plan and $19 million in costs associated with the Company’s fiscal year 2006 cost reduction and restructuring plan.

 


 

On a non-GAAP basis, the Company reported full-year operating expenses for fiscal year 2007 of $3.160 billion, up 4 percent from the $3.048 billion reported in fiscal year 2006. A reconciliation of GAAP expenses to non-GAAP expenses is included in the tables following this news release.
The Company recorded a GAAP loss from continuing operations of $20 million for the fourth quarter, or ($0.04) per diluted common share, compared to a loss of $39 million, or ($0.07) per diluted common share, in the prior year period. As stated above, the fourth quarter GAAP results were adversely affected by $79 million in charges associated with its fiscal year 2007 cost reduction and restructuring plan. For the full year, GAAP income from continuing operations was $121 million, or $0.22 per diluted common share, compared to $160 million, or $0.27 per diluted common share, in fiscal year 2006. The decrease can be primarily attributed to the costs associated with the Company’s cost reduction and restructuring program.
The Company recorded non-GAAP net income from continuing operations of $109 million for the fourth quarter, or $0.20 per diluted common share, compared to $81 million, or $0.13 per diluted common share, reported a year earlier. For the full year, non-GAAP income from continuing operations was $499 million, or $0.88 per diluted common share, compared to $514 million, or $0.85 per diluted common share, reported in fiscal year 2006. A reconciliation of GAAP income from continuing operations to non-GAAP income from continuing operations is included in the tables following this news release.
For the fourth quarter of fiscal year 2007, CA reported $521 million in cash flow from operations, down 8 percent from the $566 million reported in the prior year period. On a comparable basis, fourth quarter non-GAAP adjusted cash flow from operations was $551 million adjusted for $30 million in restructuring and other payments, versus $648 million reported in the prior year adjusted

 


 

for a $75 million payment to the Restitution Fund and $7 million in restructuring and other payments.
Fourth quarter cash flow was affected negatively by a lower volume of bookings and associated billings, and a year-over-year reduction in the aggregate amount of single installment contract payments over the comparable period last fiscal year.
For the full year, cash flow from operations was $1.068 billion, compared to $1.380 billion in the prior period. The Company exceeded cash flow from operations guidance, in part, due to the positive impact of $90 million in lower-than-expected tax payments in the fourth quarter — the majority of which the Company now expects to pay in the first half of fiscal 2008. The full-year cash flow also was affected by a decrease in the average time it took the Company to pay vendors for products and services, higher expenses, and increased restructuring costs. In addition, cash flow also was negatively affected by contributions to CA’s employee 401(k) savings plan in fiscal year 2007 that were not made in the prior fiscal year.
On a comparable basis, non-GAAP adjusted cash flow from operations for the full year, adjusted for $94 million in restructuring and other payments, was $1.162 billion, compared to $1.552 billion, adjusted for $150 million in payments to the Restitution Fund and $22 million in restructuring payments, reported in fiscal year 2006.

 


 

Capital Structure
The balance of cash and marketable securities at March 31, 2007, was $2.280 billion. With $2.583 billion in total debt outstanding, the Company has a net debt position of approximately $303 million.
Over the course of fiscal year 2007, CA repurchased approximately 51 million shares of its common stock at an aggregate cost of approximately $1.2 billion.
The Company also announced that it currently is in the process of executing an accelerated share repurchase of up to $500 million in common shares. The transaction will be financed with existing cash.
“Our decision to continue our stock repurchases is an indication of our confidence in CA’s ability to generate healthy cash flows and in our long-term business position,” said Nancy Cooper, CA’s chief financial officer. “The program also speaks to our strategy of balancing the way we allocate our capital.”
Outlook for Fiscal Year 2008
The following annual outlook is based on current expectations and represents “forward-looking statements” (as defined below).
    Total revenue in the range of $4.050 billion to $4.100 billion or 3 percent to 4 percent growth in constant currency;
 
    GAAP earnings per share from continuing operations between $0.75 and $0.79;
 
    Non-GAAP operating earnings per share* for the full year to be in the range of $0.94 to $0.98; and,
 
    Full-year cash flow from operations in the range of $1.050 billion to $1.100 billion.
There are several items which will affect the fiscal year 2008 cash flow guidance. The Company expects a total of approximately $470 million in

 


 

cash tax payments during fiscal year 2008. This reflects an increase of $170 million year-over-year, of which $70 million the Company previously expected to pay in fiscal year 2007. CA expects a reduction of approximately $20 million principally as a result of reduced interest income due to the share repurchase program and restructuring payments in excess of $80 million.
The revenue and EPS guidance is based on current exchange rates and assumes that the Company will make no acquisitions in fiscal year 2008. The guidance also includes the anticipated slightly dilutive impact of the share repurchase program. The Company anticipates an average diluted share count of approximately 542 million shares, and a full-year non-GAAP tax rate of approximately 33 percent.
The Company indicated that it expects cash flow from continuing operations in the first quarter of fiscal year 2008 will be negative as the result of a decrease in cash collections of approximately $85 million due to fewer fourth quarter of fiscal 2007 single installment contracts and associated lower billings. The Company also expects additional tax payments of approximately $50 million that were originally planned for the fourth quarter of fiscal 2007. These factors have been included in CA’s fiscal year 2008 cash flow from operations guidance.
*Operating earnings per share is a non-GAAP financial measure, as noted in the discussion of non-GAAP results above. A reconciliation of GAAP earnings per share to non-GAAP earnings per share is included in the tables following this news release.
Webcast
This press release and the accompanying tables should be read in conjunction with additional content that is available on the Company’s website, including a supplemental financial package and related slide presentation, as well as a webcast that the Company will host at 5 p.m. ET

 


 

today to discuss its fourth quarter and full-year 2007 results. The webcast will be archived on the website. Individuals can access the webcast, as well as this press release and supplemental financial information, at http://ca.com/invest or listen to the call at 1-888-576-4172. International participants can listen to the call at 1-706-902-0518.
About CA
CA (NYSE:CA), one of the world’s largest information technology (IT) management software companies, unifies and simplifies the management of enterprise-wide IT. Founded in 1976, CA is headquartered in Islandia, N.Y., and serves customers in more than 140 countries. For more information, please visit http://ca.com.
Non-GAAP Financial Measures
This news release, the accompanying tables and the additional content that is available on the Company’s website, including a supplemental financial package, include financial measures for per share earnings and cash flows that exclude the impact of certain items and therefore have not been calculated in accordance with U.S. generally accepted accounting principles (GAAP). Non-GAAP “operating” earnings per share excludes the following items: non-cash amortization of acquired technology and other intangibles, in process research and development charges, restructuring and other charges and the tax resulting from the repatriation of approximately $584 million of foreign cash and interest on dilutive convertible bonds (the convertible shares, rather than the interest, are more dilutive, thus the interest is added back and the shares increased to calculate non-GAAP operating earnings). Non-GAAP taxes are provided based on the estimated effective annual non-GAAP tax rate. Non-GAAP adjusted cash flow excludes the following items: Restitution Fund payments, restructuring and other payments, and the impact of certain non-recurring tax payments or tax benefits. Free cash flow excludes capital expenditures. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, non-GAAP financial measures facilitate

 


 

management’s internal comparisons to the Company’s historical operating results and cash flows, to competitors’ operating results and cash flows, and to estimates made by securities analysts. Management uses these non-GAAP financial measures internally to evaluate its performance and they are key variables in determining management incentive compensation. The Company believes these non-GAAP financial measures are useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, the Company has historically reported similar non-GAAP financial measures to its investors and believes that the inclusion of comparative numbers provides consistency in its financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures, which are attached to this news release.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication (such as statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) constitute “forward-looking statements.” A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: changes to the CA incentive compensation plan, sales organization and sales coverage model may lead to outcomes that are not anticipated or intended as they are implemented; CA may not adequately manage and evolve its financial reporting and managerial systems and processes, including the successful implementation of its enterprise resource planning software; CA may encounter difficulty in successfully integrating acquired companies and products into its existing businesses; CA is subject to intense competition in product and service offerings and pricing and increased competition is expected in the future; if CA’s products do not remain compatible with ever-changing operating environments, CA could lose customers and the demand for CA’s products and services could decrease; certain software that CA uses in daily operations is licensed from third parties and thus may not be available to CA in the future, which has the potential to delay product development and production; CA’s credit ratings have been downgraded and could be downgraded further which would require CA to pay additional interest under its credit agreement and could adversely affect CA’s ability to borrow; CA has a significant amount of debt; the failure to protect CA’s intellectual property rights would weaken its competitive position; CA may become dependent upon large transactions; CA’s sales to government clients subject it to risks,

 


 

including early termination, audits, investigations, sanctions and penalties; general economic conditions may lead CA’s customers to delay or forgo technology upgrades; the market for some or all of CA’s key product areas may not grow; third parties could claim that CA’s products infringe their intellectual property rights or that CA owes royalty payments; fluctuations in foreign currencies could result in translation losses; CA has outsourced various functions to third parties and these arrangements may not be successful; and the other factors described in CA’s filings with the Securities and Exchange Commission. CA assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
###
Copyright © 2007 CA. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.
         
Contacts:
  Dan Kaferle   Julie Cunningham
 
  Public Relations   Investor Relations
 
  (631) 342-2111   (631) 342-4687
 
  daniel.kaferle@ca.com   julie.cunningham@ca.com

 


 

Table 1
CA, INC.
Consolidated Statements of Operations

(in millions, except per share amounts)
(unaudited)
                                 
    Three Months Ended     Fiscal Year Ended  
    March 31,     March 31,  
    2007     2006     2007     2006  
Revenue:
                               
Subscription revenue
  $ 793     $ 715     $ 3,067     $ 2,837  
Maintenance
    85       98       391       415  
Software fees and other
    28       32       108       160  
Financing fees
    6       7       26       45  
Professional services
    93       90       351       315  
 
                       
Total revenue
    1,005       942       3,943       3,772  
 
                       
 
                               
Operating expenses:
                               
Amortization of capitalized software costs
    83       114       354       449  
Cost of professional services
    98       75       326       263  
Selling, general, and administrative
    413       415       1,653       1,578  
Product development and enhancements
    179       175       712       697  
Commissions, royalties, and bonuses
    103       146       338       394  
Depreciation and amortization of other intangible assets
    41       39       148       134  
Other expenses (gains), net
          2       (13 )     (15 )
Restructuring and other
    100       22       201       88  
Charge for in-process research and development costs
                10       18  
 
                       
 
                               
Total expenses before interest and income taxes
    1,017       988       3,729       3,606  
 
                       
(Loss) income from continuing operations before interest and income taxes
    (12 )     (46 )     214       166  
Interest expense, net
    15       10       60       41  
 
                       
(Loss) income from continuing operations before income taxes
    (27 )     (56 )     154       125  
Income tax (benefit) expense
    (7 )     (17 )     33       (35 )
 
                       
 
                               
(Loss) income from continuing operations
    (20 )     (39 )     121       160  
Loss from discontinued operations, inclusive of realized gains (losses) on sales, net of income taxes
          (2 )     (3 )     (1 )
 
                       
Net (loss) income
  $ (20 )   $ (41 )   $ 118     $ 159  
 
                       
 
                               
Basic (loss) income per share
                               
(Loss) income from continuing operations
  $ (0.04 )   $ (0.07 )   $ 0.22     $ 0.28  
Discontinued operations
    0.00       0.00       0.00       (0.01 )
 
                       
Net (loss) income
  $ (0.04 )   $ (0.07 )   $ 0.22     $ 0.27  
 
                       
Basic weighted-average shares used in computation
    525       575       544       581  
 
                               
Diluted (loss) income per share (1)
                               
(Loss) income from continuing operations
  $ (0.04 )   $ (0.07 )   $ 0.22     $ 0.27  
Discontinued operations
    0.00       0.00       0.00       0.00  
 
                       
Net (loss) income
  $ (0.04 )   $ (0.07 )   $ 0.22     $ 0.27  
 
                       
Diluted weighted-average shares used in computation(1)
    525       575       569       607  
 
(1)   Income from continuing operations and the number of shares used in the computation of diluted GAAP EPS for the fiscal years ended March 31, 2007 and 2006 reflect the dilutive impact of the Company’s 1.625% Convertible Senior Notes and stock awards outstanding.

 


 

Table 2
CA, INC.
Consolidated Condensed Balance Sheets

(in millions)
(unaudited)
                 
    March 31,     March 31,  
    2007     2006 (1)  
Cash, cash equivalents and marketable securities
  $ 2,280     $ 1,865  
Trade and installment accounts receivable, net
    390       552  
Deferred income taxes
    360       271  
Other current assets
    71       50  
 
           
 
               
Total Current Assets
    3,101       2,738  
 
               
Installment accounts receivables, due after one year, net
    331       449  
Property and equipment, net
    469       634  
Purchased software products, net
    203       461  
Goodwill
    5,345       5,308  
Deferred income taxes
    328       142  
Other noncurrent assets
    808       788  
 
           
 
               
Total Assets
  $ 10,585     $ 10,520  
 
           
 
               
Current portion of long-term debt and loans payable
  $ 11     $ 3  
Deferred subscription revenue (collected) — current
    1,793       1,492  
Financing obligations (collected) — current
    63       25  
Deferred maintenance revenue
    193       250  
Other current liabilities
    1,654       1,587  
 
           
 
               
Total Current Liabilities
    3,714       3,357  
 
               
Long-term debt, net of current portion
    2,572       1,813  
Deferred income taxes
    20       46  
Deferred subscription revenue (collected) — noncurrent
    451       423  
Financing obligations (collected) — noncurrent
    39       25  
Other noncurrent liabilities
    99       102  
 
           
 
               
Total Liabilities
    6,895       5,766  
 
           
 
               
Stockholders’ equity
    3,690       4,754  
 
           
 
               
Total Liabilities and Stockholders’ Equity
  $ 10,585     $ 10,520  
 
           
 
(1)   Certain balances have been reclassified to conform with current period presentation.

 


 

Table 3
CA, INC.
Quarterly Condensed Statements of Cash Flows

(in millions)
(unaudited)
                 
    Three Months Ended  
    March 31,  
    2007     2006  
OPERATING ACTIVITIES:
               
Net loss
  $ (20 )   $ (41 )
Loss from discontinued operations, net of income taxes
          (2 )
 
           
Loss from continuing operations
    (20 )     (39 )
 
               
Adjustments to reconcile loss from continuing operations to net cash provided by continuing operating activities:
               
Depreciation and amortization
    125       153  
Provision for deferred income taxes
    86     (83 )
Non-cash compensation expense related to stock and defined contribution plans
    36       3  
Non-cash charge for purchased in-process research and development
           
Gain on sale of assets
    (4 )     1  
Charge for impairment of assets
    16        
Foreign currency transaction loss (gain), before taxes
    (1 )     1  
Changes in other operating assets and liabilities, net of effect of acquisitions:
               
Increase in trade and current installment accounts receivable, net
    (39 )     (5 )
Decrease in noncurrent installment accounts receivable, net
    5       40  
Increase in deferred subscription revenue (collected) — current
    345       254  
Increase in deferred subscription revenue (collected) — noncurrent
    37       165  
(Decrease) increase in financing obligations (collected) — current
    (8 )     10  
(Decrease) increase in financing obligations (collected) — noncurrent
    (10 )     9  
(Decrease) increase in deferred maintenance revenue
    (5 )     7  
Increase in taxes payable, net
    (253 )     19  
Increase (decrease) in accounts payable, accrued expense and other
    108       (13 )
Restitution fund, net
          (75 )
Restructuring and other, net
    30       15  
Changes in other operating assets and liabilities
    73       104  
 
           
NET CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
    521       566  
 
               
INVESTING ACTIVITIES:
               
Acquisitions, primarily goodwill, purchased software, and other intangible assets, net of cash acquired
    (39 )     (331 )
Settlements of purchase accounting liabilities
    (3 )     (7 )
Purchases of property and equipment
    (32 )     (32 )
Proceeds from sale of assets
    5       36  
Decrease in restricted cash
          10  
Proceeds from sale of marketable securities, net
          43  
Capitalized software development costs
    (27 )     (19 )
 
           
NET CASH USED IN INVESTING ACTIVITIES
    (96 )     (300 )
 
               
FINANCING ACTIVITIES:
               
Dividends paid
    (21 )     (23 )
Purchases of common stock
          (223 )
Debt repayments
    (2 )     (1 )
Exercise of common stock options and other
    17       22  
 
           
NET CASH USED IN FINANCING ACTIVITIES
    (6 )     (225 )
 
               
INCREASE IN CASH AND CASH EQUIVALENTS BEFORE
               
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    419       41  
Effect of exchange rate changes on cash
    23       28  
 
           
INCREASE IN CASH AND CASH EQUIVALENTS
    442       69  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    1,833       1,762  
 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 2,275     $ 1,831  
 
           

 


 

Table 4
CA, INC.
Reconciliation of GAAP Results to Non-GAAP Net Income

(in millions, except per share data)
(unaudited)
                                 
    Three Months Ended     Fiscal Year Ended  
    March 31,     March 31,  
    2007     2006     2007     2006  
Total revenue
  $ 1,005     $ 942     $ 3,943     $ 3,772  
 
                               
Total expenses before interest and taxes
    1,017       988       3,729       3,606  
 
                       
 
                               
Income before interest expense and income taxes
    (12 )     (46 )     214       166  
 
                               
Non-GAAP adjustments:
                               
Purchased software amortization
    70       101       300       401  
Intangibles amortization
    17       14       58       51  
Restructuring and other
    100       22       201       88  
Charge for in-process research and development costs
                10       18  
 
                       
Total non-GAAP adjustments
    187       137       569       558  
 
                       
 
                               
Operating income (pre-tax)
    175       91       783       724  
 
                               
Interest expense, net
    15       10       60       41  
Interest on dilutive convertible bonds
    2       2       8       8  
 
                       
 
                               
Non-GAAP income before income taxes
    162       83       731       691  
 
                               
Income tax expense
    53       2       232       177  
 
                       
 
                               
Non-GAAP net income (1)
  $ 109     $ 81     $ 499     $ 514  
 
                       
 
                               
Diluted non-GAAP EPS (1)
  $ 0.20     $ 0.13     $ 0.88     $ 0.85  
 
                       
 
                               
# of Shares Used (1)
    551       601       569       607  
 
(1)   Non-GAAP net income and the number of shares used in the computation of diluted operating EPS for all periods presented have been adjusted to reflect the dilutive impact of the Company’s 1.625% Convertible Senior Notes and stock awards outstanding.
Refer to the discussion of Non-GAAP measures included in the accompanying press release for additional information.

 


 

Table 5
CA, INC.
Reconciliation of GAAP Expense to Non-GAAP Operating Expenses

(in millions)
(unaudited)
                                 
    Three Months Ended     Fiscal Year Ended  
    March 31,     March 31,  
    2007     2006     2007     2006  
Total GAAP expenses before interest and taxes
  $ 1,017     $ 988     $ 3,729     $ 3,606  
 
                               
Non-GAAP adjustments:
                               
Purchased software amortization
    70       101       300       401  
Intangibles amortization
    17       14       58       51  
Restructuring and other
    100       22       201       88  
Acquisition IPR&D
                10       18  
 
                       
Total Non-GAAP adjustments
    187       137       569       558  
 
                       
 
                               
Total Non-GAAP Operating expenses
  $ 830     $ 851     $ 3,160     $ 3,048  
 
                       
Refer to the discussion of Non-GAAP measures included in the accompanying press release for additional information.

 


 

Table 6
CA, INC.
Reconciliation of GAAP Results to Non-GAAP Operating Results

(in millions, except per share data)
(unaudited)
                                 
    Three Months Ended     Fiscal Year Ended  
    March 31,     March 31,  
    2007     2006     2007     2006  
Basic (loss) income per share
  $ (0.04 )   $ (0.07 )   $ 0.22     $ 0.27  
 
                               
Non-GAAP adjustments, net of taxes
                               
 
                               
Acquisition amortization
    0.10       0.12       0.40       0.47  
Restructuring and other charges
    0.12       0.02       0.22       0.09  
Acquisition IPR&D
    0.00       0.00       0.01       0.02  
Interest on convertible bonds
    0.00       0.00       0.01       0.01  
Non-GAAP effective tax rate adjustments (1)
    0.02       0.06       0.02       (0.01 )
 
                       
 
                               
Diluted operating EPS
  $ 0.20     $ 0.13     $ 0.88     $ 0.85  
 
                       
 
(1)   The Non-GAAP effective tax rate adjustment represents the impact on tax calculations caused by the changes in GAAP and Non-GAAP pretax amounts. Additionally, for the three months ended March 31, 2006, the Non-GAAP effective tax rate adjustment was positively impacted by the exclusion of certain taxes recognized in connection with the Company’s cash repatriation.
Refer to the discussion of Non-GAAP measures included in the accompanying press release for additional information.

 


 

Table 7
CA, INC.
Reconciliation of Projected GAAP Results to
Projected Non-GAAP Operating Results

(in millions, except per share data)
(unaudited)
                         
    Fiscal Year Ending  
    March 31, 2008  
Projected GAAP EPS from continuing ops. range
  $ 0.75     to   $ 0.79  
 
                       
Non-GAAP adjustments, net of taxes
                       
 
                       
Acquisition amortization
    0.14               0.14  
Restructuring and other charges(1)
    0.04               0.04  
Impact from convertible senior notes
    0.01               0.01  
 
                   
 
                       
Projected diluted non-GAAP EPS range
  $ 0.94     to   $ 0.98  
 
                   
Refer to the discussion of Non-GAAP measures included in the accompanying press release for additional information.
 
(1)   Reflects estimated total restructuring and other charges of $30 million for fiscal year 2008. The actual amount incurred may differ from this amount.

 

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