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: September 6, 2006

(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	13-2857434
(Commission File Number)	(IRS Employer Identification No.)

One CA Plaza
Islandia, New York	11749
(Address of Principal Executive Offices)	(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 1.01. Entry into a Material Definitive Agreement.

As previously reported in CA, Inc.’s (the “Company”) Tender Offer Statement on Schedule TO, which it filed with the Securities and Exchange Commission on August 16, 2006, the Company has commenced a cash tender offer to purchase up to 40,816,327 shares of its common stock, par value $0.10, at a purchase price not less than $22.50 and not greater than $24.50 per share, net to the seller in cash, without interest. The Company intends to finance the tender offer at the close from available cash and from borrowings under its existing credit agreement (the “Credit Agreement”), which was amended on September 6, 2006 (the “Amendment”) to permit the Company to repurchase up to $2 billion of its common stock under its fiscal year 2007 share repurchase program and incur additional indebtedness in connection with those repurchases. The Credit Agreement was entered into on December 2, 2004, and relates to an unsecured revolving credit facility with a committed capacity of $1.0 billion (including a letter of credit sub-facility, among the Company, as borrower, the banks that are a party thereto, Citicorp North America, Inc., as paying agent (the “Agent”), Bank of America, N.A., Citicorp North America, Inc. and JP Morgan Chase Bank, N.A., as co-administrative agents, and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint bookrunners. The Credit Agreement expires December 2, 2008, at which time all outstanding amounts under the Credit Agreement will be due and payable.

The Amendment effects the following principal changes: (a) it permits up to $2 billion of share repurchases between September 1, 2006 and June 30, 2007 without regard to compliance with the Liquidity Condition (as defined in the Credit Agreement) and (b) it increases the Company’s maximum allowable ratio of consolidated debt for borrowed money to consolidated cash flow, as defined in the Credit Agreement, to 4.0 for the current fiscal quarter and all succeeding quarters.

A further description of the terms and conditions of the Credit Agreement can be found in CA’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 31, 2006, which information is incorporated herein by reference.

Certain of the lenders, agents and other parties to the Credit Agreement, and their affiliates, have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to the company and its subsidiaries. Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (as affiliates of certain of the lenders and agents) have received, and may in the future receive, customary compensation from the Company and its subsidiaries for such services. Among other things, certain of the lenders, agents and other parties to the Credit Agreement, and their affiliates, acted as Dealer Managers in the Company’s recent offer to purchase up to 40,816,327 shares of its common stock, par value $0.10 per share, including the associated rights to purchase Series One Junior Participating Preferred Stock, Class A, under the Company’s Rights Agreement, dated June 18, 1991, as amended May 17, 1995, May 23, 2001 and November 9, 2001, at a price not less than $22.50 nor greater than $24.50 per share, net to the seller in cash, without interest, which offering is described in further detail on the Company’s Tender Offer Statement on Schedule TO (the “Schedule TO”) filed on August 16, 2006 and Amendment No. 1 to the Schedule TO filed on August 17, 2006.  A press release announcing the Company’s satisfaction of the financing condition under its tender offer through the entry into the Credit Agreement is filed as Exhibit 99.1 hereto.

The foregoing description of the Amendment to the Credit Agreement and related matters is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Credit Agreement and its Amendment under Item 1.01 is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
Exhibit 10.1	Amendment No. 1, dated as of September 1, 2006, to Credit Agreement dated as of December 2, 2004, among the Company, the Banks which are parties thereto and Citicorp North America, Inc., Bank of America, N.A, and JP Morgan Chase Bank, N.A., as agents with respect to a $1 billion Revolving Loan
Exhibit 99.1	Press Release

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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: September 6, 2006	By:	/s/ Kenneth V. Handal
		Kenneth V. Handal Executive Vice President, General Counsel and Corporate Secretary

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EX-10.1

Exhibit 10.1

LETTER AMENDMENT

Dated as of September 1, 2006

To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”)
parties to the Credit Agreement
referred to below and to Citicorp North America, Inc. (as paying agent, the “Agent”) and JPMorgan Chase Bank, N.A., as co-administrative agents for the Lenders

Ladies and Gentlemen:

We refer to the Credit Agreement dated as of December 2, 2004 (as supplemented, modified and amended from time to time, the “Credit Agreement”) among CA, Inc. (formerly known as Computer Associates International, Inc.) (the “Borrower”), the Agent and the other parties thereto.  Capitalized terms not otherwise defined in this Waiver (as defined below) have the same meanings as specified in the Credit Agreement.

It is hereby agreed by you and us as follows:

The Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:

(a)           Section 5.02(e) is amended by (i) restating clause (iii) thereof in full to read as follows:

(iii) make Restricted Payments with cash or other assets (w) in the period from September 1, 2006 through June 30, 2007, in an amount not to exceed $2,400,000,000 (of which $2,000,000,000 will be used solely in respect of the purchase, redemption or other acquisition of any shares of common stock of the Borrower or any warrants, right or options to acquire any such shares), (x) at any time that, after giving effect thereto, the Liquidity Condition (as defined below) is met or (y) for any fiscal year other than the fiscal year ended March 31, 2007 and if the Liquidity Condition is not met on any date during such fiscal year, in an amount not to exceed the greater of (1) such Restricted Payments made during such fiscal year in accordance with clause (w) or (x) above or (2) $400,000,000 plus any applicable Carry Forward Amount (as defined below) for any preceding fiscal year ended after March 31, 2007, provided, that if on March 31 of any calendar year the Liquidity Condition is met, the Borrower may declare and make Restricted Payments in accordance with clause (iii)(x) above for the next succeeding fiscal year.

and (ii) deleting from the definition of “Carry Forward Amount” included therein the phrase “calendar year” and substituting therefor the phrase “fiscal year” in both places where such phrase appears.

(b)           Section 5.03(a) of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended by deleting the table therein and substituting therefor the following:

	Quarter Ending On	Ratio
December 31, 2004		3.25 : 1.00
March 31, 2005 through June 30, 2006		2.75 : 1.00
September 30, 2006 and thereafter		4.00 : 1.00

The Borrower hereby certifies that, as of the date of this Letter Amendment, the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of such date and no event has occurred and is continuing that constitutes a Default.

This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Amendment.  This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.

The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York  10022.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

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This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
CA, INC.
By	/s/ Mary Stravinskas
	Title: Senior Vice President and Treasurer

Agreed as of the date first above written:

CITICORP NORTH AMERICA, INC.,
as Agent and as a Lender

By	/s/ James M. Walsh
	James M. Walsh
	Managing Director

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JPMORGAN CHASE BANK, N.A.,
as co-administrative agent and as a Lender

By	/s/ William Rindfuss
	William Rindfuss
	Title: Vice President

Bank of America, N.A.
By	/s/ Kevin McMahon
	By: Kevin McMahon
	Title: Senior Vice President

EX-99.1

Exhibit 99.1

Contacts:	Dan Kaferle	Olivia Bellingham
	Public Relations	Investor Relations
	(631) 342-2111	(631) 342-4687
	daniel.kaferle@ca.com	olivia.bellingham@ca.com

CA ANNOUNCES SATISFACTION OF FINANCING CONDITION
UNDER ITS $1 BILLION TENDER OFFER

ISLANDIA, N.Y., Sept. 6, 2006—CA (NYSE: CA), one of the world’s largest management software companies, announced today that it has entered into an amendment to its existing credit facility that satisfies the financing condition under its previously announced $1 billion tender offer. The amendment modifies certain covenants in the credit agreement in order to permit CA to repurchase up to $2 billion of its common stock under its fiscal year 2007 share repurchase program and incur additional indebtedness in connection with those repurchases.

CA expects to use the borrowings under the revolving credit facility to complete a portion of the $1 billion tender offer launched August 16, 2006, and to pay related fees and expenses. CA has stated that it plans to use a combination of available cash and bank borrowings to finance the tender offer. The successful completion of debt financing on terms and conditions satisfactory to CA in an amount sufficient to purchase shares offered in the tender offer was a condition to the completion of the tender offer. This condition has now been satisfied by CA.

The $1 billion tender offer is the first phase of the $2 billion stock repurchase program announced June 29, 2006 by the Company. CA is considering various options to execute the second phase of the program and will provide further details when appropriate. The Company expects to complete the full $2 billion share repurchase plan by the end of its 2007 fiscal year.

The Company has filed a Form 8-K with the Securities Exchange Commission (SEC) in connection with the amendment of the credit agreement.

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.

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: the risks and uncertainties associated with the CA deferred prosecution agreement with the United States Attorney’s Office of the Eastern District, including that CA could be subject to criminal prosecution or civil penalties if it violates this agreement; the risks and uncertainties associated with the agreement that CA entered into with the Securities and Exchange Commission (“SEC”), including that CA may be subject to criminal prosecution or substantial civil penalties and fines if it violates this agreement; civil litigation arising out of the matters that are the subject of the Department of Justice and the SEC investigations, including shareholder derivative litigation; changes to the compensation plan of CA’s sales organization may lead to outcomes that are not anticipated or intended as they are implemented, and the commissions plans for fiscal year 2007, while revised, continue to be reviewed; 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; 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; fluctuations in foreign currencies could result in translation losses; and the other factors described in CA’s current report on form 10-Q. 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.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of CA common stock. The solicitation of offers to buy shares of Company common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents that the Company filed with the Securities and Exchange Commission on Thursday, August 17, 2006. Stockholders should read those materials carefully because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders may obtain the offer to purchase, the letter of transmittal and related documents without charge from the Securities and Exchange Commission’s website at www.sec.gov; and from the information agent, Innisfree M&A Incorporated at 877-750-9497 (U.S. & Canada)

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412-232-3651 (Other countries) or 212-750-5833 (Banks & Brokers).

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Copyright © 2006 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.

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