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NEW YORK (Standard & Poor's) July 5, 2006--Standard & Poor's Rating Services
said today that it lowered its corporate credit and senior unsecured debt
ratings on Islandia, N.Y.-based CA Inc. to 'BB' from 'BBB-', and placed them
on CreditWatch with negative implications.
"The rating action follows the company's announcement that its board of
directors authorized a $2 billion share repurchase that partly will be
debt-financed," said Standard & Poor's credit analyst Philip Schrank. The
rating downgrades reflect our assessment that CA no longer possesses an
investment-grade financial policy in light of the announced share repurchases.
If the repurchase is financed solely with debt, pro forma total debt to EBITDA
could rise to above the 4x range from about 2x currently. However, liquidity
is provided by cash of $1.9 billion as of March 31, 2006, compared with about
$1.8 billion of debt securities. Additionally, CA did not meet the deadline
for filing its 10-K, and likely will need to restate previously reported
results and report additional material weaknesses. The delay is from
accounting issues surrounding its stock option grants and revenue recognition.
As a result of the filing delay, CA could violate the terms of both its bank
agreement and bond indentures. Under the undrawn $1 billion revolving credit
facility, an event of default occurs if the lenders gives a notice of default,
and CA has 30 days to cure from receiving a notice. Under the bond indenture,
an event of default will occur if CA receives a notice of default from the
trustee or the holders of 25% in aggregate principal amount of the outstanding
debt of such series, and CA does not cure within 90 days of receiving the
notice.
At the 'BB' rating level, our expectation is that CA will continue to
generate free cash flow exceeding $1 billion, and manage its debt levels at
about 4x or below over the intermediate term. We expect acquisitions to
continue, albeit at a more moderate pace. Rating support is provided by a
stable revenue base, favorable business prospects, and strong cash flow
generation. The company's diversified, high-margin software portfolio is
viewed as defensible because of high switching costs and entrenched customer
relationships
We will meet with management to evaluate the pro forma capital structure
and financing plans, review management's financial policy and growth
initiatives, and the progress toward filing its financial statements.
Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system, at
www.ratingsdirect.com. All ratings affected by this rating action can be found
on Standard & Poor's public Web site at www.standardandpoors.com; under Credit
Ratings in the left navigation bar, select Find a Rating, then Credit Ratings
Search.
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