UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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| þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedJune 30, 2010
or
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-9247
CA, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 13-2857434 |
| (State or other jurisdiction of | | (I.R.S. Employer Identification |
| incorporation or organization) | | Number) |
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|
| One CA Plaza | | |
| Islandia, New York | | 11749 |
| (Address of principal executive offices) | | (Zip Code) |
1-800-225-5224
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filerþ | | Accelerated filero | | Non-accelerated filero | | Smaller reporting companyo |
| | | (Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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| Title of Class | | Shares Outstanding |
| Common Stock | | as of July 16, 2010 |
| par value $0.10 per share | | 515,987,829 |
CA, Inc.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to CA, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 (the “Form 10-Q”) is to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 consists of the following materials from CA, Inc.’s Form 10-Q for the quarterly period ended June 30, 2010, filed with the Securities and Exchange Commission on July 23, 2010, formatted in XBRL (eXtensible Business Reporting Language):
| | (i) | | unaudited Condensed Consolidated Balance Sheets — June 30, 2010 and March 31, 2010; |
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| | (ii) | | unaudited Condensed Consolidated Statements of Operations — Three Months Ended June 30, 2010 and 2009; |
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| | (iii) | | unaudited Condensed Consolidated Statements of Cash Flows — Three Months Ended June 30, 2010 and 2009; and |
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| | (iv) | | Notes to the unaudited Condensed Consolidated Financial Statements — June 30, 2010 |
No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date.
Item 6. EXHIBITS
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| Regulation S-K | | | | |
| Exhibit Number | | | | |
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| 3.1 | | Amended and Restated Certificate of Incorporation. | | Filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 6, 2006.** |
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| 3.2 | | By-Laws of the Company, as amended. | | Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 23, 2007.** |
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| 10.1* | | Schedules A, B, and C (as amended) to CA, Inc. Change in Control Severance Policy. | | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 10.2* | | Employment Agreement, dated June 23, 2010, between the Company and David C. Dobson. | | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 12.1 | | Statement of Ratio of Earnings to Fixed Charges. | | Filed as Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 15 | | Accountants’ acknowledgment letter. | | Filed as Exhibit 15 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 31.1 | | Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002. | | Filed as Exhibit 31.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 31.2 | | Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002. | | Filed as Exhibit 31.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 32 | | Certification pursuant to §906 of the Sarbanes-Oxley Act of 2002. | | Filed as Exhibit 32 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.** |
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| 101 | | The following financial statements from CA, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL (eXtensible Business Reporting Language): | | Furnished herewith. |
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| | | (i) unaudited Condensed Consolidated Balance Sheets — June 30, 2010 and March 31, 2010. | | |
| | | | | |
| | | (ii) unaudited Condensed Consolidated Statements of Operations —Three Months Ended June 30, 2010 and 2009. | | |
| | | | | |
| | | (iii) unaudited Condensed Consolidated | | |
| | | Statements of Cash Flows —Three Months Ended June 30, 2010 and 2009. | | |
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| | | (iv) Notes to unaudited Condensed Consolidated Financial Statements — June 30, 2010. | | |
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| * | | Management contract or compensatory plan or arrangement |
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| ** | | Incorporated herein by reference. |
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 thereunto duly authorized.
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| | CA, INC.
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| | By: | /s/ William E. McCracken | |
| | | William E. McCracken | |
| | | Chief Executive Officer | |
| |
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| | By: | /s/ Nancy E. Cooper | |
| | | Nancy E. Cooper | |
| | | Executive Vice President and Chief Financial Officer | |
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Dated: July 27, 2010
