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:
January
22, 2013
(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) |
(800) 225-5224
(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):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ 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 January 22, 2013, CA, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2012. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
|
99.1 | Press release dated January 22, 2013 relating to CA, Inc.’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: | January 22, 2013 | By: |
/s/ C.H.R. DuPree |
C.H.R. DuPree |
|||
Senior Vice President, Corporate |
|||
Governance, and Corporate Secretary |
Exhibit Index
Exhibit No. |
Description |
|
99.1 |
Press release dated January 22, 2013 relating to CA, Inc.’s financial results. |
Exhibit 99.1
CA Technologies Reports Third Quarter Fiscal Year 2013 Results
NEW YORK--(BUSINESS WIRE)--January 22, 2013--CA Technologies (NASDAQ:CA) today reported financial results for its third quarter of fiscal year 2013, ended December 31, 2012.
FINANCIAL OVERVIEW
Third Quarter FY13 vs. FY12 | ||||||||||||
(in millions, except share data) | FY13 | FY12*** | % Change | % Change CC** | ||||||||
Revenue | $ | 1,195 | $ | 1,263 | (5 | %) | (4 | %) | ||||
GAAP Income from continuing operations | $ | 251 | $ | 263 | (5 | %) | (3 | %) | ||||
Non-GAAP Income from continuing operations* | $ | 288 | $ | 319 | (10 | %) | (8 | %) | ||||
GAAP Diluted EPS from continuing operations | $ | 0.55 | $ | 0.54 | 2 | % | 4 | % | ||||
Non-GAAP Diluted EPS from continuing operations* | $ | 0.63 | $ | 0.65 | (3 | %) | (2 | %) | ||||
Cash Flow from continuing operations | $ | 566 | $ | 396 | 43 | % | 42 | % |
* Non-GAAP income and earnings per share are non-GAAP financial measures, as noted in the discussion of non-GAAP results below. A reconciliation of non-GAAP financial measures to their comparable GAAP financial measures is included in the tables following this news release.
**CC: Constant Currency
*** Third Quarter FY12 included a single license payment for $39 million in connection with a 2009 litigation settlement. In the third quarter of fiscal year 2012, the payment added $39 million in our Mainframe Solutions segment and in the software fees and other line of revenue; approximately 2 percentage points to GAAP and non-GAAP operating margin; GAAP and non-GAAP operating income of $36 million; GAAP and non-GAAP EPS of $0.05; and cash flow from continuing operations of $39 million.
EXECUTIVE COMMENTARY
“I am very pleased to be a part of the CA Technologies team,” said CA Technologies CEO Mike Gregoire. “While we are encouraged by improvements we saw in the business during our third quarter, including increased demand for our Nimsoft, Infrastructure Management and Service Virtualization offerings, we know that we need to do more to accelerate innovation, gain market share and better differentiate our solutions in the marketplace.
“We also know there is room for improvement in our cost of sales and in the speed and intensity with which we pursue our objectives,” he continued. “Over the next few months we will perform a detailed diagnostic of where we are, and lay out a plan on how to achieve our strategic and financial goals.”
REVENUE AND BOOKINGS
About 62 percent of the Company’s third quarter fiscal year 2013 revenue came from North America, while 38 percent came from International operations.
Revenue year-over-year:
Bookings year-over-year:
EXPENSES AND MARGIN
Year-over-year GAAP results:
Year-over-year non-GAAP results exclude purchased software and other intangibles amortization, share-based compensation, and certain other gains and losses. The results also include gains and losses on hedges that mature within the quarter, but exclude gains and losses of hedges that do not mature within the quarter.
The single license payment added $0.05 to GAAP and non-GAAP earnings per share and 2 percentage points to GAAP and non-GAAP operating margin in the third quarter of fiscal year 2012.
For the third quarter of fiscal year 2013, the Company’s effective GAAP tax rate was 29.9 percent, compared with 34.9 percent in the prior year period. The Company’s effective non-GAAP tax rate was 30.7 percent, compared with 31.5 percent in the prior year period.
SEGMENT INFORMATION
CASH FLOW FROM CONTINUING OPERATIONS
Cash flow from continuing operations in the third quarter was $566 million, compared with $396 million in the prior year. The quarter included an increase of $150 million in single installment payments year-over-year, primarily attributable to one single installment payment of more than $100 million.
CAPITAL STRUCTURE
BUSINESS HIGHLIGHTS
During the third quarter, the Company announced:
OUTLOOK FOR FISCAL YEAR 2013 Update
The Company reaffirmed its revenue and GAAP and non-GAAP earnings per share from continuing operations and cash flow from continuing operations guidance for fiscal year 2013. The following guidance consists of "forward-looking statements" (as defined below).
The Company expects the following:
This outlook also assumes no material acquisitions and a partial currency hedge of operating income. The Company continues to expect a full-year GAAP operating margin of 30 percent and a non-GAAP operating margin of 36 percent. The Company also continues to expect an effective full-year GAAP and non-GAAP tax rate to come in closer to the high-end of the 30 to 31 percent range provided at the outset of the fiscal year.
The Company anticipates approximately 449 million shares outstanding at fiscal year 2013 year end and weighted average diluted shares outstanding of approximately 457 million for the fiscal year.
Webcast
This news 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, as well as a webcast that the Company will host at 5 p.m. ET today to discuss its unaudited third quarter 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 1-877-561-2748. The international participant number is 1-720-545-0044.
About CA Technologies
CA Technologies (NASDAQ: CA) provides IT management solutions that help customers manage and secure complex IT environments to support agile business services. Organizations leverage CA Technologies software and SaaS solutions to accelerate innovation, transform infrastructure and secure data and identities, from the data center to the cloud. Learn more about CA Technologies at www.ca.com.
Follow CA Technologies
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, includes certain financial measures 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 metrics for operating expenses, operating income, operating margin, income from continuing operations and diluted earnings per share exclude the following items: non-cash amortization of purchased software and other intangibles, share-based compensation, fiscal year 2007 restructuring costs and certain other gains and losses, which includes the gains and losses since inception of hedges that mature within the quarter, but exclude gains and losses of hedges that do not mature within the quarter. In fiscal year 2011, non-GAAP income also excludes recoveries and certain costs associated with derivative litigation matters. The effective tax rate on GAAP and non-GAAP income from operations is the Company's provision for income taxes expressed as a percentage of pre-tax GAAP and non-GAAP income from continuing operations, respectively. These tax rates are determined based on an estimated effective full year tax rate, with the effective tax rate for GAAP generally including the impact of discrete items in the period such items arise and the effective tax rate for non-GAAP generally allocating the impact of discrete items pro rata to the fiscal year's remaining reporting periods. Adjusted cash flow from operations excludes restructuring and other payments. Free cash flow excludes purchases of property, equipment and capitalized software development costs. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. dollars are converted into U.S. dollars at the exchange rate in effect on March 31, 2012, which was the last day of our prior fiscal year. Constant currency excludes the impacts from the Company's hedging program. The constant currency calculation for annualized subscription and maintenance bookings is calculated by dividing the subscription and maintenance bookings in constant currency by the weighted average subscription and maintenance duration in years. 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
The declaration and payment of future dividends is subject to the determination of the Company's Board of Directors, in its sole discretion, after considering various factors, including the Company's financial condition, historical and forecast operating results, and available cash flow, as well as any applicable laws and contractual covenants and any other relevant factors. The Company's practice regarding payment of dividends may be modified at any time and from time to time.
Repurchases under the Company's stock repurchase program are expected to be made with cash on hand and may be made from time to time, subject to market conditions and other factors, in the open market, through solicited or unsolicited privately negotiated transactions or otherwise. The program, which is authorized through the fiscal year ending March 31, 2014, does not obligate the Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company's discretion.
Certain statements in this communication (such as statements containing the words "believes," "plans," "anticipates," "expects," "estimates," "targets" and similar expressions) constitute "forward-looking statements" that are based upon the beliefs of, and assumptions made by, the Company's management, as well as information currently available to management. These forward-looking statements reflect the Company's current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to achieve success in the Company's strategy by, among other things, effectively rebalancing the Company's sales force to increase penetration in growth markets and with large enterprises that have not historically been significant customers, enabling the sales force to sell new products, improving the Company's brand in the marketplace and ensuring the Company's set of cloud computing, Software-as-a-Service and other new offerings address the needs of a rapidly changing market, while not adversely affecting the demand for the Company's traditional products or its profitability; global economic factors or political events beyond the Company's control; general economic conditions and credit constraints, or unfavorable economic conditions in a particular region, industry or business sector; the failure to adapt to technological changes and introduce new software products and services in a timely manner; competition in product and service offerings and pricing; the failure to expand partner programs; the ability to retain and attract adequate qualified personnel; the ability to integrate acquired companies and products into existing businesses; the ability to adequately manage and evolve financial reporting and managerial systems and processes; the ability of the Company's products to remain compatible with ever-changing operating environments; breaches of the Company's software products and the Company's and customers' data centers and IT environments; discovery of errors in the Company's software and potential product liability claims; the failure to protect the Company's intellectual property rights and source code; risks associated with sales to government customers; access to software licensed from third parties; risks associated with the use of software from open source code sources; access to third-party code and specifications for the development of code; third-party claims of intellectual property infringement or royalty payments; fluctuations in the number, terms and duration of the Company's license agreements as well as the timing of orders from customers and channel partners; the failure to renew large license transactions on a satisfactory basis; changes in market conditions or the Company's credit ratings; fluctuations in foreign currencies; the failure to effectively execute the Company's workforce reductions; successful outsourcing of various functions to third parties; events or circumstances that would require us to record a goodwill impairment charge; potential tax liabilities; acquisition opportunities that may or may not arise; and other factors described more fully in the Company's filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties occur, or should our assumptions prove incorrect, actual results may vary materially from those described herein as believed, planned, anticipated, expected, estimated, targeted or similarly expressed in a forward-looking manner. The Company 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, which speak only as of the date hereof.
Copyright © 2013 CA, Inc. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. All other trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.
Table 1 | |||||||||||||
CA Technologies | |||||||||||||
Consolidated Statements of Operations | |||||||||||||
(unaudited) | |||||||||||||
(in millions, except per share amounts) | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
December 31, |
December 31, |
||||||||||||
Revenue |
2012 |
2011 |
2012 |
2011 |
|||||||||
Subscription and maintenance revenue | $ | 966 | $ | 1,006 | $ | 2,906 | $ | 3,035 | |||||
Professional services | 97 | 103 | 283 | 289 | |||||||||
Software fees and other | 132 | 154 | 303 | 302 | |||||||||
Total revenue | $ | 1,195 | $ | 1,263 | $ | 3,492 | $ | 3,626 | |||||
Expenses | |||||||||||||
Costs of licensing and maintenance | $ | 72 | $ | 69 | $ | 210 | $ | 207 | |||||
Cost of professional services | 92 | 91 | 266 | 270 | |||||||||
Amortization of capitalized software costs | 66 | 59 | 197 | 164 | |||||||||
Selling and marketing | 331 | 342 | 953 | 1,038 | |||||||||
General and administrative | 96 | 113 | 304 | 331 | |||||||||
Product development and enhancements | 120 | 126 | 368 | 384 | |||||||||
Depreciation and amortization of other intangible assets | 39 | 44 | 120 | 134 | |||||||||
Other (gains) expenses, net | 9 | 6 | (14 | ) | 10 | ||||||||
Total expenses before interest and income taxes | $ | 825 | $ | 850 | $ | 2,404 | $ | 2,538 | |||||
Income from continuing operations before interest and income taxes | $ | 370 | $ | 413 | $ | 1,088 | $ | 1,088 | |||||
Interest expense, net | 12 | 9 | 33 | 24 | |||||||||
Income from continuing operations before income taxes | $ | 358 | $ | 404 | $ | 1,055 | $ | 1,064 | |||||
Income tax expense | 107 | 141 | 342 | 337 | |||||||||
Income from continuing operations | $ | 251 | $ | 263 | $ | 713 | $ | 727 | |||||
Income from discontinued operations, net of income taxes | - | - | - | 13 | |||||||||
Net income | $ | 251 | $ | 263 | $ | 713 | $ | 740 | |||||
Basic income per share | |||||||||||||
Income from continuing operations | $ | 0.55 | $ | 0.54 | $ | 1.54 | $ | 1.46 | |||||
Income from discontinued operations | - | - | - | 0.03 | |||||||||
Net income | $ | 0.55 | $ | 0.54 | $ | 1.54 | $ | 1.49 | |||||
Basic weighted average shares used in computation | 452 | 483 | 458 | 492 | |||||||||
Diluted income per share | |||||||||||||
Income from continuing operations | $ | 0.55 | $ | 0.54 | $ | 1.53 | $ | 1.46 | |||||
Income from discontinued operations | - | - | - | 0.02 | |||||||||
Net income | $ | 0.55 | $ | 0.54 | $ | 1.53 | $ | 1.48 | |||||
Diluted weighted average shares used in computation | 453 | 484 | 460 | 493 | |||||||||
Table 2 | ||||||||
CA Technologies | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(in millions) | ||||||||
December 31, | March 31, | |||||||
2012 | 2012 | |||||||
(unaudited) | ||||||||
Cash and cash equivalents | $ | 2,353 | $ | 2,679 | ||||
Short-term investments | 195 | - | ||||||
Trade accounts receivable, net | 786 | 902 | ||||||
Deferred income taxes | 326 | 231 | ||||||
Other current assets | 143 | 153 | ||||||
Total current assets | $ | 3,803 | $ | 3,965 | ||||
Property and equipment, net | $ | 339 | $ | 386 | ||||
Goodwill | 5,856 | 5,856 | ||||||
Capitalized software and other intangible assets, net | 1,296 | 1,389 | ||||||
Deferred income taxes | 21 | 151 | ||||||
Other noncurrent assets, net | 243 | 250 | ||||||
Total assets | $ | 11,558 | $ | 11,997 | ||||
Current portion of long-term debt | $ | 19 | $ | 14 | ||||
Deferred revenue (billed or collected) | 2,234 | 2,658 | ||||||
Deferred income taxes | 14 | 14 | ||||||
Other current liabilities | 1,074 | 1,065 | ||||||
Total current liabilities | $ | 3,341 | $ | 3,751 | ||||
Long-term debt, net of current portion | $ | 1,282 | $ | 1,287 | ||||
Deferred income taxes | 44 | 44 | ||||||
Deferred revenue (billed or collected) | 957 | 972 | ||||||
Other noncurrent liabilities | 521 | 546 | ||||||
Total liabilities | $ | 6,145 | $ | 6,600 | ||||
Common stock | $ | 59 | $ | 59 | ||||
Additional paid-in capital | 3,582 | 3,491 | ||||||
Retained earnings | 5,229 | 4,865 | ||||||
Accumulated other comprehensive loss | (119 | ) | (108 | ) | ||||
Treasury stock | (3,338 | ) | (2,910 | ) | ||||
Total stockholders’ equity | $ | 5,413 | $ | 5,397 | ||||
Total liabilities and stockholders’ equity | $ | 11,558 | $ | 11,997 | ||||
Table 3 | ||||||||
CA Technologies | ||||||||
Condensed Consolidated Statements of Cash Flows | ||||||||
(unaudited) | ||||||||
(in millions) | ||||||||
Three Months Ended | ||||||||
December 31, |
||||||||
2012 |
2011 |
|||||||
Operating activities from continuing operations: | ||||||||
Income from continuing operations | $ | 251 | $ | 263 | ||||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: |
||||||||
Depreciation and amortization | 105 | 103 | ||||||
Provision for deferred income taxes | 48 | (45 | ) | |||||
Provision for bad debts | 1 | (3 | ) | |||||
Share-based compensation expense | 18 | 20 | ||||||
Asset impairments and other non-cash items | 3 | 6 | ||||||
Foreign currency transaction gains | - | (3 | ) | |||||
Changes in other operating assets and liabilities, net of effect of acquisitions: | ||||||||
Increase in trade accounts receivable | (201 | ) | (243 | ) | ||||
Increase in deferred revenue | 257 | 94 | ||||||
Increase in taxes payable, net | 57 | 182 | ||||||
Decrease in accounts payable, accrued expenses and other | (48 | ) | (44 | ) | ||||
Increase in accrued salaries, wages and commissions | 47 | 26 | ||||||
Changes in other operating assets and liabilities | 28 | 40 | ||||||
Net cash provided by operating activities - continuing operations | $ | 566 | $ | 396 | ||||
Investing activities from continuing operations: | ||||||||
Acquisitions of businesses, net of cash acquired, and purchased software | $ | (6 | ) | $ | (4 | ) | ||
Purchases of property and equipment | (9 | ) | (13 | ) | ||||
Capitalized software development costs | (44 | ) | (41 | ) | ||||
Purchases of investments, net | (29 | ) | (2 | ) | ||||
Net cash used in investing activities - continuing operations | $ | (88 | ) | $ | (60 | ) | ||
Financing activities from continuing operations: | ||||||||
Dividends paid | $ | (114 | ) | $ | (25 | ) | ||
Purchases of common stock | (77 | ) | (200 | ) | ||||
Debt (repayments) borrowings, net | (31 | ) | 58 | |||||
Exercise of common stock options and other | - | 1 | ||||||
Net cash used in financing activities - continuing operations | $ | (222 | ) | $ | (166 | ) | ||
Net change in cash and cash equivalents before effect of exchange
rate
changes on cash - continuing operations |
$ | 256 | $ | 170 | ||||
Effect of exchange rate changes on cash | $ | 11 | $ | (11 | ) | |||
Cash provided by (used in) operating activities - discontinued operations | - | (4 | ) | |||||
Increase in cash and cash equivalents | $ | 267 | $ | 155 | ||||
Cash and cash equivalents at beginning of period | $ | 2,086 | $ | 2,203 | ||||
Cash and cash equivalents at end of period | $ | 2,353 | $ | 2,358 | ||||
Table 4 | ||||||||||||||||||||||||||||||||||
CA Technologies | ||||||||||||||||||||||||||||||||||
Operating Segments | ||||||||||||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||||||||||||||||
Three Months Ended December 31, 2012 | Nine Months Ended December 31, 2012 | |||||||||||||||||||||||||||||||||
Mainframe Solutions (1) | Enterprise Solutions (1) |
Services(1) |
Total | Mainframe Solutions (1) | Enterprise Solutions (1) |
Services(1) |
Total | |||||||||||||||||||||||||||
Revenue (2) | $ | 622 | $ | 476 | $ | 97 | $ | 1,195 | $ | 1,869 | $ | 1,340 | $ | 283 | $ | 3,492 | ||||||||||||||||||
Expenses (3) | 248 | 426 | 93 | 767 | 755 | 1,195 | 269 | 2,219 | ||||||||||||||||||||||||||
Segment profit | $ | 374 | $ | 50 | $ | 4 | $ | 428 | $ | 1,114 | $ | 145 | $ | 14 | $ | 1,273 | ||||||||||||||||||
Segment operating margin | 60 | % | 11 | % | 4 | % | 36 | % | 60 | % | 11 | % | 5 | % | 36 | % | ||||||||||||||||||
Segment profit | $ | 428 | $ | 1,273 | ||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||
Purchased software amortization | 26 | 80 | ||||||||||||||||||||||||||||||||
Other intangibles amortization | 14 | 41 | ||||||||||||||||||||||||||||||||
Share-based compensation expense | 18 | 62 | ||||||||||||||||||||||||||||||||
Other (gains) expenses, net (4) | - | 2 | ||||||||||||||||||||||||||||||||
Interest expense, net | 12 | 33 | ||||||||||||||||||||||||||||||||
Income from continuing operations before income taxes | $ | 358 | $ | 1,055 | ||||||||||||||||||||||||||||||
Three Months Ended December 31, 2011 | Nine Months Ended December 31, 2011 | |||||||||||||||||||||||||||||||||
Mainframe Solutions (1) | Enterprise Solutions (1) |
Services(1) |
Total | Mainframe Solutions (1) | Enterprise Solutions (1) |
Services(1) |
Total | |||||||||||||||||||||||||||
Revenue (2) | $ | 682 | $ | 478 | $ | 103 | $ | 1,263 | $ | 1,983 | $ | 1,354 | $ | 289 | $ | 3,626 | ||||||||||||||||||
Expenses (3) | 277 | 419 | 92 | 788 | 861 | 1,223 | 272 | 2,356 | ||||||||||||||||||||||||||
Segment profit | $ | 405 | $ | 59 | $ | 11 | $ | 475 | $ | 1,122 | $ | 131 | $ | 17 | $ | 1,270 | ||||||||||||||||||
Segment operating margin | 59 | % | 12 | % | 11 | % | 38 | % | 57 | % | 10 | % | 6 | % | 35 | % | ||||||||||||||||||
Segment profit | $ | 475 | $ | 1,270 | ||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||
Purchased software amortization | 27 | 76 | ||||||||||||||||||||||||||||||||
Other intangibles amortization | 16 | 50 | ||||||||||||||||||||||||||||||||
Share-based compensation expense | 20 | 61 | ||||||||||||||||||||||||||||||||
Other (gains) expenses, net (4) | (1 | ) | (5 | ) | ||||||||||||||||||||||||||||||
Interest expense, net | 9 | 24 | ||||||||||||||||||||||||||||||||
Income from continuing operations before income taxes | $ | 404 | $ | 1,064 | ||||||||||||||||||||||||||||||
(1) |
• Mainframe Solutions – Our Mainframe Solutions segment addresses
the mainframe market and is focused on making significant
investments in order to be innovative in key management disciplines
across our broad portfolio of products. Ongoing development is
guided by customer needs, our cross-enterprise management philosophy
and our Mainframe 2.0 strategy, which offers management capabilities
designed to appeal to the next generation of mainframe staff while
also offering productivity improvements to today’s mainframe
experts. Our mainframe business assists customers by addressing
three major challenges: lowering costs, providing high service
levels by sustaining critical workforce skills and increasing
agility to help deliver on business goals.
• Enterprise Solutions – Our Enterprise Solutions segment includes products that operate on non-mainframe platforms, such as service assurance, security (identity and access management), service and portfolio management, virtualization and service automation, SaaS, and cloud offerings. Our offerings help customers address their regulatory compliance demands, privacy needs, and internal security policies. Enterprise Solutions also focuses on delivering growth to the Company in the form of new customer acquisitions and revenue, while leveraging non-traditional routes-to-market and delivery models.
• Services – Our Services segment offers implementation, consulting, education and training services to customers, which is intended to promote a seamless customer experience and to increase the value that customers realize from our solutions. |
|||||||||||||||||||||||||||||||||
(2) | We regularly enter into a single arrangement with a customer that includes Mainframe Solutions segment software products, Enterprise Solutions segment software products and Services. The amount of contract revenue assigned to segments is generally based on the manner in which the proposal is made to the customer. The software product revenue is assigned to the Mainframe Solutions and Enterprise Solutions segments based on either: (1) a list price allocation method (which allocates a discount in the total contract price to the individual products in proportion to the list price of the product); (2) allocations included within internal contract approval documents; or (3) the value for individual software products as stated in the customer contract. The price for the implementation, consulting, education and training services is separately stated in the contract and these amounts of contract revenue are assigned to the Services segment. The contract value assigned to each segment is then recognized in a manner consistent with the revenue recognition policies we apply to the customer contract for purposes of preparing the Condensed Consolidated Financial Statements. | |||||||||||||||||||||||||||||||||
(3) | Segment expenses include costs that are controllable by segment managers (i.e., direct costs) and, in the case of the Mainframe Solutions and Enterprise Solutions segments, an allocation of shared and indirect costs (i.e., allocated costs). Segment-specific direct costs include a portion of selling and marketing costs, licensing and maintenance costs, product development costs, general and administrative costs and amortization of the cost of internally developed software. Allocated segment costs primarily include indirect selling and marketing costs and general and administrative costs that are not directly attributable to a specific segment. The basis for allocating shared and indirect costs between the Mainframe Solutions and Enterprise Solutions segments is dependent on the nature of the cost being allocated and is either in proportion to segment revenues or in proportion to the related direct cost category. Expenses for the Services segment consist only of direct costs and there are no allocated or indirect costs for the Services segment. | |||||||||||||||||||||||||||||||||
(4) | Other (gains) expenses, net consists of other unallocated costs including foreign exchange derivative (gains) losses, and other miscellaneous costs. | |||||||||||||||||||||||||||||||||
Table 5 | ||||||||||||||||||||||||||
CA Technologies | ||||||||||||||||||||||||||
Constant Currency Summary | ||||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||||||||
Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||
2012 | 2011 |
% Increase |
% Increase |
2012 | 2011 |
% Increase |
% Increase |
|||||||||||||||||||
Bookings | $ | 1,261 | $ | 1,284 | (2 | %) | (2 | %) | $ | 2,651 | $ | 3,121 | (15 | %) | (14 | %) | ||||||||||
Revenue: | ||||||||||||||||||||||||||
North America | $ | 745 | $ | 791 | (6 | %) | (6 | %) | $ | 2,201 | $ | 2,242 | (2 | %) | (1 | %) | ||||||||||
International | 450 | 472 | (5 | %) | (2 | %) | 1,291 | 1,384 | (7 | %) | (1 | %) | ||||||||||||||
Total revenue | $ | 1,195 | $ | 1,263 | (5 | %) | (4 | %) | $ | 3,492 | $ | 3,626 | (4 | %) | (1 | %) | ||||||||||
Revenue: | ||||||||||||||||||||||||||
Subscription and maintenance | $ | 966 | $ | 1,006 | (4 | %) | (3 | %) | $ | 2,906 | $ | 3,035 | (4 | %) | (2 | %) | ||||||||||
Professional services | 97 | 103 | (6 | %) | (5 | %) | 283 | 289 | (2 | %) | 1 | % | ||||||||||||||
Software fees and other | 132 | 154 | (14 | %) | (14 | %) | 303 | 302 | 0 | % | 1 | % | ||||||||||||||
Total revenue | $ | 1,195 | $ | 1,263 | (5 | %) | (4 | %) | $ | 3,492 | $ | 3,626 | (4 | %) | (1 | %) | ||||||||||
Segment Revenue: | ||||||||||||||||||||||||||
Mainframe solutions | $ | 622 | $ | 682 | (9 | %) | (8 | %) | $ | 1,869 | $ | 1,983 | (6 | %) | (3 | %) | ||||||||||
Enterprise solutions | 476 | 478 | 0 | % | 0 | % | 1,340 | 1,354 | (1 | %) | 1 | % | ||||||||||||||
Services | 97 | 103 | (6 | %) | (5 | %) | 283 | 289 | (2 | %) | 1 | % | ||||||||||||||
Total expenses before interest and income taxes: | ||||||||||||||||||||||||||
Total non-GAAP (2) | $ | 767 | $ | 788 | (3 | %) | (1 | %) | $ | 2,219 | $ | 2,356 | (6 | %) | (3 | %) | ||||||||||
Total GAAP | 825 | 850 | (3 | %) | (2 | %) | 2,404 | 2,538 | (5 | %) | (3 | %) | ||||||||||||||
(1) | Constant currency information is presented to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than US dollars are converted into US dollars at the exchange rate in effect on March 31, 2012, which was the last day of our prior fiscal year. Constant currency excludes the impacts from the Company's hedging program. | |||||||||||||||||||||||||
(2) | Refer to Table 7 for a reconciliation of total expenses before interest and income taxes to total non-GAAP operating expenses. | |||||||||||||||||||||||||
Certain non-material differences may arise versus actual from impact of rounding. | ||||||||||||||||||||||||||
Table 6 | ||||||||||||||||||
CA Technologies | ||||||||||||||||||
Reconciliation of Select GAAP Measures to Non-GAAP Measures | ||||||||||||||||||
(unaudited) | ||||||||||||||||||
(dollars in millions) | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||
2012 |
2011 |
2012 |
2011 |
|||||||||||||||
GAAP net income | $ | 251 | $ | 263 | $ | 713 | $ | 740 | ||||||||||
GAAP income from discontinued operations, net of income taxes | - | - | - | (13 | ) | |||||||||||||
GAAP income from continuing operations | $ | 251 | $ | 263 | $ | 713 | $ | 727 | ||||||||||
GAAP income tax expense | 107 | 141 | 342 | 337 | ||||||||||||||
Interest expense, net | 12 | 9 | 33 | 24 | ||||||||||||||
GAAP income from continuing operations before interest and income taxes | $ | 370 | $ | 413 | $ | 1,088 | $ | 1,088 | ||||||||||
GAAP operating margin (% of revenue) (1) | 31 | % | 33 | % | 31 | % | 30 | % | ||||||||||
Non-GAAP adjustments to expenses: | ||||||||||||||||||
Costs of licensing and maintenance(2) | $ | 1 | $ | - | $ | 2 | $ | 2 | ||||||||||
Cost of professional services(2) | 1 | 1 | 3 | 3 | ||||||||||||||
Amortization of capitalized software costs(3) | 26 | 27 | 80 | 76 | ||||||||||||||
Selling and marketing(2) | 6 | 9 | 24 | 25 | ||||||||||||||
General and administrative(2) | 6 | 5 | 21 | 17 | ||||||||||||||
Product development and enhancements(2) | 4 | 5 | 12 | 14 | ||||||||||||||
Depreciation and amortization of other intangible assets(4) | 14 | 16 | 41 | 50 | ||||||||||||||
Other (gains) expenses, net (5) | - | (1 | ) | 2 | (5 | ) | ||||||||||||
Total Non-GAAP adjustment to operating expenses | $ | 58 | $ | 62 | $ | 185 | $ | 182 | ||||||||||
Non-GAAP income from continuing operations before interest and income taxes | $ | 428 | $ | 475 | $ | 1,273 | $ | 1,270 | ||||||||||
Non-GAAP operating margin (% of revenue) (6) | 36 | % | 38 | % | 36 | % | 35 | % | ||||||||||
Interest expense, net | 12 | 9 | 33 | 24 | ||||||||||||||
GAAP income tax expense | 107 | 141 | 342 | 337 | ||||||||||||||
Non-GAAP adjustment to income tax expense(7) | 21 | 6 | 39 | 56 | ||||||||||||||
Non-GAAP income tax expense | $ | 128 | $ | 147 | $ | 381 | $ | 393 | ||||||||||
Non-GAAP income from continuing operations | $ | 288 | $ | 319 | $ | 859 | $ | 853 | ||||||||||
(1) | GAAP operating margin is calculated by dividing GAAP income from continuing operations before interest and income taxes by total revenue (refer to Table 1 for total revenue). | |||||||||||||||||
(2) | Non-GAAP adjustment consists of share-based compensation. | |||||||||||||||||
(3) | Non-GAAP adjustment consists of purchased software amortization. | |||||||||||||||||
(4) | Non-GAAP adjustment consists of other intangibles amortization. | |||||||||||||||||
(5) | Non-GAAP adjustment consists of other miscellaneous costs including gains and losses since inception of hedges that mature within the quarter, but exclude gains and losses of hedges that do not mature within the quarter. | |||||||||||||||||
(6) | Non-GAAP operating margin is calculated by dividing non-GAAP income from continuing operations before interest and income taxes by total revenue (refer to Table 1 for total revenue). | |||||||||||||||||
(7) | The full year non-GAAP income tax expense is different from GAAP income tax expense because of the difference in non-GAAP income from continuing operations before income taxes. On an interim basis, this difference would also include a difference in the impact of discrete and permanent items where for GAAP purposes the effect is recorded in the period such items arise, but for non-GAAP such items are recorded pro rata to the fiscal year's remaining reporting periods. | |||||||||||||||||
Refer to the discussion of non-GAAP financial measures included in the accompanying press release for additional information. | ||||||||||||||||||
Certain non-material differences may arise versus actual from impact of rounding. | ||||||||||||||||||
Table 7 | |||||||||||||||||
CA Technologies | |||||||||||||||||
Reconciliation of GAAP to Non-GAAP | |||||||||||||||||
Operating Expenses and Diluted Earnings per Share | |||||||||||||||||
(unaudited) | |||||||||||||||||
(in millions, except per share amounts) | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
December 31, |
December 31, |
||||||||||||||||
Operating Expenses |
2012 |
2011 |
2012 |
2011 |
|||||||||||||
Total expenses before interest and income taxes | $ | 825 | $ | 850 | $ | 2,404 | $ | 2,538 | |||||||||
Non-GAAP operating adjustments: | |||||||||||||||||
Purchased software amortization | 26 | 27 | 80 | 76 | |||||||||||||
Other intangibles amortization | 14 | 16 | 41 | 50 | |||||||||||||
Share-based compensation | 18 | 20 | 62 | 61 | |||||||||||||
Other (gains) expenses, net (1) | - | (1 | ) | 2 | (5 | ) | |||||||||||
Total non-GAAP operating adjustment | $ | 58 | $ | 62 | $ | 185 | $ | 182 | |||||||||
Total non-GAAP operating expenses | $ | 767 | $ | 788 | $ | 2,219 | $ | 2,356 | |||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
December 31, |
December 31, |
||||||||||||||||
Diluted EPS from Continuing Operations |
2012 |
2011 |
2012 |
2011 |
|||||||||||||
GAAP diluted EPS from continuing operations | $ | 0.55 | $ | 0.54 | $ | 1.53 | $ | 1.46 | |||||||||
Non-GAAP adjustments, net of taxes: | |||||||||||||||||
Purchased software and other intangibles amortization | 0.06 | 0.06 | 0.18 | 0.18 | |||||||||||||
Share-based compensation | 0.03 | 0.03 | 0.09 | 0.08 | |||||||||||||
Other (gains) expenses, net (1) | - | - | - | - | |||||||||||||
Non-GAAP effective tax rate adjustments (2) | (0.01 | ) | 0.02 | 0.05 | (0.01 | ) | |||||||||||
Non-GAAP diluted EPS from continuing operations | $ | 0.63 | $ | 0.65 | $ | 1.85 | $ | 1.71 | |||||||||
(1) | Non-GAAP adjustment consists of other miscellaneous costs including gains and losses since inception of hedges that mature within the quarter, but exclude gains and losses of hedges that do not mature within the quarter. | ||||||||||||||||
(2) | The non-GAAP effective tax rate is equal to the full year GAAP effective tax rate, therefore no adjustment is required on an annual basis. On an interim basis, the difference in non-GAAP income tax expense and GAAP income tax expense relates to the difference in non-GAAP income from continuing operations before income taxes, and includes a difference in the impact of discrete and permanent items where for GAAP purposes, the effect is recorded in the period such items arise but for non-GAAP purposes, such items are recorded pro rata to the fiscal year's remaining reporting periods. | ||||||||||||||||
Refer to the discussion of non-GAAP financial measures included in the accompanying press release for additional information. | |||||||||||||||||
Certain non-material differences may arise versus actual from impact of rounding. | |||||||||||||||||
Table 8 | ||||||||||
CA Technologies | ||||||||||
Effective Tax Rate Reconciliation | ||||||||||
GAAP and Non-GAAP | ||||||||||
(unaudited) | ||||||||||
(dollars in millions) | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
December 31, 2012 |
December 31, 2012 |
|||||||||
GAAP |
Non-GAAP |
GAAP |
Non-GAAP |
|||||||
Income from continuing operations before interest and income taxes (1) | $ 370 | $ 428 | $ 1,088 | $ 1,273 | ||||||
Interest expense, net | 12 | 12 | 33 | 33 | ||||||
Income from continuing operations before income taxes | $ 358 | $ 416 | $ 1,055 | $ 1,240 | ||||||
Statutory tax rate | 35% | 35% | 35% | 35% | ||||||
Tax at statutory rate | $ 125 | $ 146 | $ 369 | $ 434 | ||||||
Adjustments for discrete and permanent items (2) | (18) | (18) | (27) | (53) | ||||||
Total tax expense | $ 107 | $ 128 | $ 342 | $ 381 | ||||||
Effective tax rate (3) | 29.9% | 30.7% | 32.4% | 30.7% | ||||||
Three Months Ended | Nine Months Ended | |||||||||
December 31, 2011 |
December 31, 2011 |
|||||||||
GAAP |
Non-GAAP |
GAAP |
Non-GAAP |
|||||||
Income from continuing operations before interest and income taxes (1) | $ 413 | $ 475 | $ 1,088 | $ 1,270 | ||||||
Interest expense, net | 9 | 9 | 24 | 24 | ||||||
Income from continuing operations before income taxes | $ 404 | $ 466 | $ 1,064 | $ 1,246 | ||||||
Statutory tax rate | 35% | 35% | 35% | 35% | ||||||
Tax at statutory rate | $ 141 | $ 163 | $ 372 | $ 436 | ||||||
Adjustments for discrete and permanent items (2) | - | (16) | (35) | (43) | ||||||
Total tax expense | $ 141 | $ 147 | $ 337 | $ 393 | ||||||
Effective tax rate (3) | 34.9% | 31.5% | 31.7% | 31.5% | ||||||
(1) | Refer to Table 6 for a reconciliation of income from continuing operations before interest and income taxes on a GAAP basis to income from continuing operations before interest and income taxes on a non-GAAP basis. | |||||||||
(2) | The effective tax rate for GAAP generally includes the impact of discrete and permanent items in the period such items arise, whereas the effective tax rate for non-GAAP generally allocates the impact of such items pro rata to the fiscal year's remaining reporting periods. | |||||||||
(3) | The effective tax rate on GAAP and non-GAAP income from continuing operations is the Company's provision for income taxes expressed as a percentage of GAAP and non-GAAP income from continuing operations before income taxes, respectively. The non-GAAP effective tax rate is equal to the full year GAAP effective tax rate. On an interim basis, the effective tax rates are determined based on an estimated effective full year tax rate after the adjustments for the impacts of certain discrete items (such as changes in tax rates, reconciliations of tax returns to tax provisions and resolutions of tax contingencies). | |||||||||
Refer to the discussion of non-GAAP financial measures included in the accompanying press release for additional information. | ||||||||||
Certain non-material differences may arise versus actual from impact of rounding. | ||||||||||
Table 9 | ||||||||
CA Technologies | ||||||||
Reconciliation of Projected GAAP Earnings per Share to | ||||||||
Projected Non-GAAP Earnings per Share | ||||||||
(unaudited) | ||||||||
Fiscal Year Ending | ||||||||
Projected Diluted EPS from Continuing Operations |
March 31, 2013 |
|||||||
Projected GAAP diluted EPS from continuing operations range | $ | 2.00 | to | $ | 2.08 | |||
Non-GAAP adjustments, net of taxes: | ||||||||
Purchased software and other intangibles amortization | 0.24 | 0.24 | ||||||
Share-based compensation | 0.12 | 0.12 | ||||||
Projected non-GAAP diluted EPS from continuing operations range | $ | 2.36 | to | $ | 2.44 | |||
Refer to the discussion of non-GAAP financial measures included in the accompanying press release for additional information.
Table 10 | ||
CA Technologies | ||
Reconciliation of Projected GAAP Operating Margin to | ||
Projected Non-GAAP Operating Margin | ||
(unaudited) | ||
Fiscal Year Ending | ||
Projected Operating Margin |
March 31, 2013 |
|
Projected GAAP operating margin | 30% | |
Non-GAAP adjustments, net of taxes: | ||
Purchased software and other intangibles amortization | 4% | |
Share-based compensation | 2% | |
Projected non-GAAP operating margin | 36% | |
Refer to the discussion of non-GAAP financial measures included in the accompanying press release for additional information.
CONTACT:
CA Technologies
Dan Kaferle, 631-342-2111
Public
Relations
daniel.kaferle@ca.com
Kelsey Turcotte,
212-415-6844
Investor Relations
kelsey.turcotte@ca.com