Computer Associates 2005 Annual Report Download - page 115
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contingently
issuable and were
therefore
considered to be
outstanding
common shares as
of December 2003,
which was the date
all necessary
conditions for the
future issuance of
the shares were
satisfied. The
difference between
those shares
deemed
contingently
issuable, which
have been included
in the calculation of
basic earnings
(loss)
p
er share, and
the weighted
average total
settlement shares
have been
considered in
calculating diluted
earnings (loss) per
share.
(3) If all common share
equivalents the
fiscal years ended
March 31, 2005,
2004, and 2003 had
been dilutive, the
weighted average
shares outstanding
and common share
equivalents would
have been
640 million,
634 million, and
609 million,
respectively.
Reclassifications: Certain prior year balances have been reclassified to conform with the current year’ s presentation.
Approximately $8 million of deferred maintenance revenue at March 31, 2004 related to the Company’ s indirect business (distributors,
resellers, and VARs) has been reclassified from “Billed accounts receivable,” a component of “Trade and installment accounts
receivable, net” to “Deferred maintenance revenue” on the Consolidated Balance Sheet to conform to the March 31, 2005 presentation.
Note 2 — Acquisitions, Divestitures, and Restructuring
Acquisitions
In November 2004, the Company acquired the common stock of Netegrity in a cash transaction of approximately $439 million. In
addition, the Company converted employee stock options to acquire the common stock of Netegrity to employee stock options to acquire
shares of the Company at a cost of approximately $11 million for vested options and incurred acquisition costs of approximately $5
million, for an aggregate purchase price of approximately $455 million. Netegrity was a provider of business security software,
principally in the areas of identity and access management. The Company has made Netegrity’ s identity and access management
solutions available both as independent products and as integrated components of the Company’ s eTrust Identity and Access
Management Suite. The acquisition of Netegrity has been accounted for as a purchase and, accordingly, its results of operations have
been included in the Consolidated Financial Statements since the date of its acquisition, November 24, 2004. The acquisition cost of
Netegrity has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition as follows:
(in millions)
Cash and marketable securities $ 97