Computer Associates 2005 Annual Report Download - page 41

Table of Contents
In connection with our settlement of certain civil litigation, we issued from treasury approximately 3.8 million shares of common stock
in December 2004. Refer to Note 7, “Commitments and Contingencies” of the Consolidated Financial Statements for additional
information. We did not receive any additional consideration for these shares, which were issued pursuant to the registration exemption
contained in Section 3(a)(10) of the Securities Act of 1933.
Purchases of Equity Securities by the Issuer
The following table sets forth, for the months indicated, our purchases of common stock in the fourth quarter of fiscal year 2005.
Maximum
Total Number Number
of Shares of Shares that
Purchased as May Yet Be
Total
Number Average Part of Publicly
Purchased
Under
of Shares Price Paid
Announced
Plans the Plans
Period
Purchase
d per Share or Programs or Programs
(in thousands, except average price paid per share)
January 2005
—
$
—
—
19,210
February 2005 3,513 26.89 3,513 15,697
March 2005 29,106 25.02 1,991 13,706
Total 32,619 5,504
Concurrent with the issuance of our 5% Notes in 2002, we had entered into a call spread repurchase option transaction (5% Notes Call
Spread). The option purchase price of the 5% Notes Call Spread was $95 million and was charged to Stockholders’ Equity in
March 2002. Under the terms of the 5% Notes Call Spread, we could elect to receive (i) outstanding shares equivalent to the number of
shares that would be issued if all of the 5% Notes were converted into shares (27 million shares) upon payment of an exercise price of
$24.83 per share; or (ii) a net cash settlement, net share settlement or a combination, whereby we would receive cash or shares equal to
the increase in the market value of the 27 million shares from the aggregate value at the $24.83 exercise price, subject to an upper limit
of $36.60. In March 2005, we exercised the 5% Notes Call Spread to buy 27 million shares of common stock at the exercise price of
$24.83 (an aggregate of $673 million).
Our corporate buyback program was originally announced in August 1990 and was subsequently amended by the Board of Directors to
increase the number of shares we are authorized to purchase. As of March 31, 2005, approximately 14 million shares were available to
be repurchased under our buyback program. The program has no expiration date. Since the inception of our corporate buyback program,
we have purchased approximately 186 million shares. In April 2005, we announced our intention to repurchase shares valued at up to
$100 million in each quarter of fiscal year 2006, for an annual share repurchase value of up to $400 million.
Item 6. Selected Financial Data.
The information set forth below should be read in conjunction with Item 7, “Management’ s Discussion and Analysis of Financial
Condition and Results of Operations” included in this 2005 Form 10-K/A. The information provided in the following table has been
adjusted to reflect the Company’ s adoption of SFAS No. 123(R) (refer to Note 9, “Stock Plans” of the Consolidated Financial
Statements for additional information) and the restatements indicated below.
As previously disclosed in the Original 2005 Form 10-K, the information with respect to fiscal years 2004, 2003, 2002 and 2001 has
been restated to reflect the effects of certain prior period transactions that were previously improperly reported and other items (refer to
the information under the “Explanatory Note” immediately preceding Part I, Item 1 of the Original 2005 Form 10-K). The restated fiscal
year 2001 information set forth below also reflects an earlier restatement as described below under the heading “Prior Restatement of
Previously Reported Selected Financial Data.” Additionally, the financial statements for fiscal years 2005 through 2002 have been
restated to incorporate adjustments to revenue associated with the Company’ s review of its revenue recognition policies. The restated
financial statements from which this information is derived have been audited for fiscal years 2005, 2004, 2003 and 2001. The related
financial statements for fiscal year 2002 are unaudited. See Note 12, “Restatements,” to the Consolidated Financial Statements for
additional information.
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