Item 8.01 Other Events
CA, Inc (the Company) filed its Annual Report on Form 10-K for the year ended
March 31, 2009 (the Original 2009 Form 10-K) with the Securities and Exchange
Commission (the SEC) on May 15, 2009. In the Original 2009 Form 10-K, the
Company disclosed the effective date for the adoption of Financial Accounting
Standards Board (FASB) Staff Position (FSP) Emerging Issues Task Force
(EITF) No. 03-6-1, "Determining Whether Instruments Granted in Share-Based
Payment Transactions are Participating Securities" (FSP EITF 03-6-1), and FSP
Accounting Principles Board Opinion (APB) No. 14-1, "Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement)" (FSP APB No. 14-1) would be April 1, 2009.
FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and are to be included in the computation
of earnings per share under the two-class method described in Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share."
FSP APB No. 14-1 requires the issuer of convertible debt instruments with cash
settlement features to account separately for the liability and equity
components of the instruments. The debt is recognized at the present value of
its cash flows discounted using the issuer's nonconvertible debt borrowing rate
at the time of issuance with the resulting debt discount being amortized over
the expected life of the debt. The equity component is recognized as the
difference between the proceeds from the issuance of the convertible debt
instrument and the fair value of the liability.
The adoption of these two accounting pronouncements was reflected in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2009 filed with the SEC on July 24, 2009 and Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2009 filed with the SEC on October 23,
2009 (collectively, the Quarterly Reports). The adoption of FSP APB No. 14-1 and
FSP EITF 03-6-1 required retrospective application to all periods presented in
the Quarterly Reports. The Company is filing this Current Report on Form 8-K to
reflect the required retrospective adoption of FSP APB No. 14-1 and FSP EITF
03-6-1 on the financial statement information provided in the Original 2009
Form 10-K.
Neither this Current Report on Form 8-K nor Exhibits 12.1, 99.1, 99.2, 99.3 or
99.4 hereto reflects any events occurring after March 31, 2009 or modifies or
updates the disclosures in the Original 2009 Form 10-K that may have been
affected by subsequent events, except as required to reflect the effects of the
retrospective application of FSP APB No. 14-1 and FSP EITF 03-6-1. Accordingly,
this Current Report on Form 8-K should be read in conjunction with the Original
2009 Form 10-K and the Company's filings made with the SEC subsequent to the
filing of the Original 2009 Form 10-K, including, but not limited to, the
Quarterly Reports. Such subsequent filings contain important information about
events and developments regarding the Company that occurred since the filing of
the Original 2009 Form 10-K.
The sections of the 2009 Original Form 10-K that have been adjusted are as
follows:
• Item 6: Selected Financial Data
• Item 7: Management's Discussion and Analysis of Financial Condition and Results
of Operations
• Item 7A: Quantitative and Qualitative Disclosures About Market Risk
• Item 8: Financial Statements and Supplementary Data
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
12.1 Statement of Ratio of Earnings to Fixed Charges (Updated)
23.1 Consent of KPMG LLP
99.1 Item 6 - Selected Financial Data (Updated)
99.2 Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (Updated)
99.3 Item 7A - Quantitative and Qualitative Disclosures About Market Risk
(Updated)
99.4 Item 8 - Financial Statements and Supplementary Data (Updated)
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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.
By: /s/ Nancy E. Cooper
Nancy E. Cooper
Executive Vice President and
Chief Financial Officer
Dated: November 9, 2009
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