Bond CA Technologies 4.5% ( US12673PAE51 ) in USD

Issuer CA Technologies
Market price 100 %  ▲ 
Country  United States
ISIN code  US12673PAE51 ( in USD )
Interest rate 4.5% per year ( payment 2 times a year)
Maturity 15/08/2023 - Bond has expired



Prospectus brochure of the bond CA Inc US12673PAE51 in USD 4.5%, expired


Minimal amount 2 000 USD
Total amount 250 000 000 USD
Cusip 12673PAE5
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating N/A
Detailed description CA Technologies, now a part of Broadcom, was a major provider of enterprise software specializing in IT management, security, and automation solutions.

CA Inc.'s USD 250,000,000 4.5% bond (CUSIP: 12673PAE5, ISIN: US12673PAE51), rated BBB- by S&P, matured on August 15, 2023, and has been redeemed at 100%.







424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
424B2 1 d583104d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No: 333-174849
CALCULATION OF REGISTRATION FEE


Title of Each Class of
Maximum Aggregate
Amount of
Securities to Be Registered


Offering Price

Registration Fee
2.875% Senior Notes due 2018


$249,527,500

$34,035(1)
4.500% Senior Notes due 2023


$248,847,500

$33,943(1)
Total


$498,375,000

$67,978(1)


(1)
This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933 and relates to Registration Statement No. 333-174849 filed by the
Registrant on June 10, 2011. Pursuant to Rule 457(p) under the Securities Act of 1933, $76,200 of unused registration fees in respect of unsold securities
registered under Registration Statement No. 333-151619 filed by the Registrant on June 12, 2008, which fees have already been paid, were available for offset
against future registration fees that would otherwise be payable under Registration Statement No. 333-174849 filed by the Registrant on June 10, 2011. The
$67,978 registration fee payable with respect to this offering is hereby offset against the $76,200 of unused registration fees available for offset as of this date
and, accordingly, no filing fee is paid herewith.
1 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated June 10, 2011)
$500,000,000

$250,000,000 2.875% Senior Notes due 2018
$250,000,000 4.500% Senior Notes due 2023


We are offering $250 million aggregate principal amount of 2.875% Senior Notes due 2018 (the "2018 notes") and $250 million aggregate principal amount
of 4.500% Senior Notes due 2023 (the "2023 notes" and, together with the 2018 notes, the "notes"). We will pay interest on the notes on February 15 and August 15 of
each year, beginning February 15, 2014. The 2018 notes will mature on August 15, 2018. The 2023 notes will mature on August 15, 2023. We may redeem either series
of notes, in whole or in part, at any time or from time to time at the applicable redemption prices described in this prospectus supplement. If we experience a change of
control repurchase event, we must offer to repurchase the notes. See "Description of Notes--Change of Control" in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future senior unsecured and
unsubordinated indebtedness and senior in right of payment to all of our existing and future senior subordinated or subordinated indebtedness. The notes will be
effectively subordinated in right of payment to any future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally
subordinated to any indebtedness of our subsidiaries. The notes of each series will be issued only in registered form in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-7 of this
prospectus supplement.



Per 2018
Total for
Per 2023
Total for


Note

2018 Notes

Note

2023 Notes

Public offering price (1)

99.811%
$249,527,500
99.539%
$248,847,500
Underwriting discount

0.600%
$ 1,500,000
0.650%
$ 1,625,000
Proceeds, before expenses, to us (1)

99.211%
$248,027,500
98.889%
$247,222,500


(1)
Plus accrued interest from August 16, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about August 16, 2013.


Joint Book-Running Managers

BofA Merrill Lynch
Morgan Stanley

Citigroup
J.P. Morgan

Senior Co-Managers

Barclays

BNP PARIBAS

HSBC
RBC Capital Markets

RBS

Scotiabank
US Bancorp


Wells Fargo Securities
Co-Managers

DNB Markets

ING

KeyBanc Capital Markets
Lloyds Securities

PNC Capital Markets LLC

SMBC Nikko


The date of this prospectus supplement is August 13, 2013.
2 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
In making your investment decision, you should rely only on the information included or incorporated by reference in this prospectus supplement,
the accompanying prospectus and any free writing prospectus we may authorize to be delivered to you. We and the underwriters have not authorized anyone
to provide you with any other information. If you receive any other information, you should not rely on it. We and the underwriters are not offering to sell the
notes in any jurisdiction where offers and sales are not permitted. You should not assume that the information included or incorporated by reference in this
prospectus supplement, the accompanying prospectus or any free writing prospectus is accurate as of any date other than the date of such information and in
no case as of any date subsequent to the date on the front cover of this prospectus supplement.
TABLE OF CONTENTS
Prospectus Supplement



Page
About This Prospectus Supplement

S-1
Summary

S-2
Risk Factors

S-7
Forward-Looking Statements

S-12
Use of Proceeds

S-13
Capitalization

S-14
Description of Notes

S-15
Certain Material United States Federal Income Tax Consequences

S-22
Certain ERISA Considerations

S-26
Underwriting

S-28
Legal Matters

S-33
Experts

S-33
Prospectus


About This Prospectus

1

Risk Factors

1

Our Company

1

Where You Can Find More Information

1

Use of Proceeds

2

Ratios of Earnings to Fixed Charges

2

Description of Senior Debt Securities

3

Description of Subordinated Debt Securities

12

Description of Preferred Stock

12

Description of Common Stock

13

Description of Units

15

Book-Entry Delivery and Settlement

15

Plan of Distribution

18

Validity of Securities

19

Experts

19


i
3 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus. The accompanying prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or the SEC, using a "shelf" registration, or continuous offering, process. Under this shelf registration process, we may, at any
time and from time to time, issue and sell, in one or more offerings, any combination of the securities, including the notes, described in the accompanying prospectus.
The accompanying prospectus provides you with a general description of these securities, and this prospectus supplement contains specific information about the terms
of this offering of notes.
This prospectus supplement, or the information incorporated by reference in the accompanying prospectus, may add, update or change information in the
accompanying prospectus. If information in this prospectus supplement, or the information incorporated by reference, is inconsistent with the accompanying prospectus,
this prospectus supplement, or the information incorporated by reference, will apply and will supersede the information in the accompanying prospectus.
It is important for you to read and consider all information included in this prospectus supplement and the accompanying prospectus, including the
information incorporated by reference, before making your investment decision. See "Where You Can Find More Information" in the accompanying prospectus.
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to "CA," "we,"
"us" and "our" refer to CA, Inc. and, as applicable, its subsidiaries, except for purposes of the description of notes included in this prospectus supplement and the
accompanying prospectus, where references to such terms refer only to CA, Inc. and do not include our subsidiaries. When we refer to the "notes" in this prospectus
supplement, we mean the notes being offered by this prospectus supplement, unless we state otherwise.

S-1
4 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
SUMMARY
This summary highlights selected information included in this prospectus supplement and included or incorporated by reference in the
accompanying prospectus. This summary does not contain all of the information that you should consider before investing in the notes. You should read this
entire prospectus supplement and the accompanying prospectus carefully, including the information incorporated by reference, especially the risks of
investing in the notes described under "Risk Factors," before making an investment decision. See "Where You Can Find More Information" in the
accompanying prospectus.
Our Company
Overview
CA is a leading provider of enterprise information technology (IT) management software and solutions that help customers manage and secure complex
IT environments. Organizations of all sizes leverage our software solutions to reduce complexity, transform infrastructure, accelerate IT innovation by adopting
new technologies and secure data and identities. We do this across a wide range of environments from mainframe and distributed to virtual, cloud and mobile and
across technologies and vendors and throughout the software lifecycle from purchase through use.
This practical approach, which we call Business Service Innovation, helps customers transition from merely maintaining IT systems to delivering new,
innovative services and value through IT. The majority of the Global Fortune 500 relies on us to manage their IT environments.
Corporate Information
Our principal executive offices are located at One CA Plaza, Islandia, New York 11749-7000, and our main telephone number is (800) 225-5224. Our
website is located at http://www.ca.com. Our website and the information contained on our website are not part of this prospectus supplement or the accompanying
prospectus.


S-2
5 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. For a more complete understanding of the notes,
please refer to the sections entitled "Description of Notes" in this prospectus supplement and "Description of Senior Debt Securities" in the accompanying
prospectus. For purposes of the description of notes included in this prospectus supplement and the accompanying prospectus, references to "we," "us" and "our"
refer only to CA, Inc. and do not include our subsidiaries.

Issuer
CA, Inc.

Securities
$250,000,000 aggregate principal amount of 2.875% Senior Notes due 2018 (the "2018 notes").


$250,000,000 aggregate principal amount of 4.500% Senior Notes due 2023 (the "2023 notes").

We sometimes refer to the 2018 notes and the 2023 notes collectively as the "notes" in this

prospectus supplement.

Maturity
The 2018 notes will mature on August 15, 2018.


The 2023 notes will mature on August 15, 2023.

Interest Payment Dates
February 15 and August 15 of each year, beginning on February 15, 2014.

Optional Redemption
At any time or from time to time, we may redeem some or all of either series of the notes at a price
equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to the
date of redemption plus a "make-whole" premium. After the date that is three months prior to
maturity for the 2023 notes, the 2023 notes will be redeemable at par. See "Description of Notes--
Optional Redemption" in this prospectus supplement.

Change of Control
The occurrence of a "Change of Control Repurchase Event" (as defined under "Description of
Notes--Change of Control" in this prospectus supplement) will require us to offer to repurchase
from you all or a portion of your notes at a purchase price in cash equal to 101% of the principal
amount of the notes plus accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of holders of record on the relevant interest record date to receive interest due on the relevant
interest payment date). See "Description of Notes--Change of Control" in this prospectus
supplement.

Ranking
The notes will:


· be our general unsecured obligations;

· rank equally in right of payment with all of our existing and future unsecured and

unsubordinated indebtedness;


S-3
6 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
· be senior in right of payment to all of our existing and future senior subordinated or

subordinated indebtedness;

· be effectively subordinated in right of payment to any future secured indebtedness to the extent

of the value of the assets securing such indebtedness; and


· be structurally subordinated to any indebtedness of our subsidiaries.

As of June 30, 2013, we had approximately $1.285 billion of unsecured and unsubordinated
indebtedness. On an as-adjusted basis after giving effect to this offering and the application of the net

proceeds therefrom, as more fully described in "Use of Proceeds" in this prospectus supplement, as
of June 30, 2013:

· we would have had approximately $1.785 billion of unsecured and unsubordinated

indebtedness (including the notes), all of which would constitute senior indebtedness;

· we would not have had any secured indebtedness to which the notes would have been

effectively subordinated; and

· our subsidiaries would have had approximately $1 million of indebtedness to which the notes

would have been structurally subordinated.

Covenants
We will issue the notes under an indenture with U.S. Bank National Association, as trustee. The
indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to:


· incur liens;


· engage in sale/leaseback transactions; and


· consolidate or merge with or into, or sell substantially all of our assets to, another person.

These covenants will be subject to a number of important exceptions and qualifications. See

"Description of Senior Debt Securities" in the accompanying prospectus.

Absence of Public Markets for the Notes
The notes are new issues of securities and there are currently no established trading markets for
them. We do not intend to apply for a listing of the notes on any securities exchange or an automated
dealer quotation system. Accordingly, we cannot assure you as to the development or liquidity of any
markets for the notes. The underwriters have advised us that they currently intend to make a market in
the notes of each series. However, they are not obligated to do so and any market making with
respect to the notes may be


S-4
7 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
discontinued without notice. See "Risk Factors--Risks Relating to the Notes--Your ability to

transfer the notes may be limited by the absence of active trading markets, and we cannot assure you
that active trading markets will develop for the notes" in this prospectus supplement.

Use of Proceeds
We intend to use the net proceeds of this offering of approximately $494 million for general
corporate purposes, which may include the repayment of our 6.125% Senior Notes due 2014 . See
"Use of Proceeds" in this prospectus supplement.

Further Issuances
We may at any time, without notice to or the consent of the holders of the notes, issue an unlimited
principal amount of additional notes of either series having identical terms and conditions as the
applicable series, other than the issue date, issue price and, in some cases, the first interest payment
date. We will be permitted to issue such additional notes only if, at the time of such issuance, we are
in compliance with the covenants contained in the indenture. Any additional notes will be part of the
same issue as the applicable series of notes offered hereby and will vote on all matters with the
holders of the notes.

Form and Denomination
The notes of each series will be issued in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.

Certain Material United States Federal Income Tax
In general, interest on the notes will be taxable to a U.S. holder as ordinary interest income at the
Consequences
time it accrues or is received in accordance with the holder's regular method of accounting for U.S.
federal income tax purposes. In general, interest on the notes will not be taxable for U.S. federal
income tax purposes to a non-U.S. holder that is not engaged in the conduct of a U.S. trade or
business provided that certain certification and other requirements are satisfied. See "Certain
Material United States Federal Income Tax Consequences" in this prospectus supplement.

Trustee
U.S. Bank National Association.

Governing Law
State of New York.

Risk Factors
Investing in the notes involves substantial risk. You should carefully consider the risk factors set
forth under "Risk Factors" in this prospectus supplement and the other information included or
incorporated by reference in this prospectus supplement and the accompanying prospectus prior to
making an investment in the notes. See "Risk Factors" beginning on page S-7 of this prospectus
supplement.


S-5
8 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
Summary Historical Consolidated Financial Data
The following table contains our summary historical consolidated financial data as of the dates and for the periods indicated. We have derived the
summary historical consolidated financial data as of March 31, 2013 and for each of the years in the three-year period ended March 31, 2013 from our audited
consolidated financial statements (including the related notes) included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013, which we
refer to in this prospectus supplement as our 2013 10-K Report, and is incorporated by reference in the accompanying prospectus. We have derived the summary
historical consolidated financial data as of June 30, 2013 and for the three-month periods ended June 30, 2013 and June 30, 2012 from our unaudited consolidated
financial statements (including the related notes), which, in the opinion of management, include all adjustments necessary for a fair presentation of our financial
position as of such dates and our results of operations for such periods. Three-month results, however, are not necessarily indicative of the results that may be
expected for any other interim period or for a full fiscal year.
You should read the following data together with our other historical consolidated financial information and statements (including the related notes)
incorporated by reference in the accompanying prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Capitalization" included or incorporated by reference in this prospectus supplement or the accompanying prospectus.

Three months
ended


Fiscal year ended March 31,

June 30,

($ in millions)

2013
2012
2011
2013
2012
Statement of Operations Data




Subscription and maintenance revenue

$3,858
$4,021
$3,822
$ 94 4
$ 977
Professional services

382


382


327


98


91

Software fees and other

403


411


280


86


77





















Total revenue

4,643
4,814
4,429
1,128
1,145
Total expenses before interest and income taxes

3,281
3,425
3,175
900


764





















Income from continuing operations before interest and income taxes

1,362
1,389
1,254
228


381

Interest expense, net

44


35


45


11


11





















Income from continuing operations before income taxes

1,318
1,354
1,209
217


370

Income tax (benefit) expense

363


416


386


(118)

130

Income from discontinued operations, inclusive of realized losses on sales, net of income
taxes


13


4























Net income

$ 955
$ 95 1
$ 827
$ 33 5
$ 240
Statement of Cash Flow and Other Data




Net cash provided by operating activities--continuing operations

$1,408
$1,505
$1,377
$
11
$ 183
Ratio of earnings to fixed charges (1)

13.32
12.01
10.99
10.04
15.80

At March 31,
At June 30,
(in millions)

2013

2013

Balance Sheet Data


Cash and cash equivalents

$
2,593
$ 2,461
Current assets

4,126


3,624

Total assets

11,811


11,366

Current liabilities

3,541


3,079

Long-term debt, net of current portion

1,274


1,271

Total stockholders' equity

5,450


5,630

(1) Our ratio of earnings to fixed charges was 13.32 and 12.01, respectively, for the fiscal years ended March 31, 2013 and 2012. For purposes of the
computation of our ratio of earnings to fixed charges, earnings are defined as our pre-tax earnings or loss from continuing operations plus our fixed charges.
Fixed charges are the sum of (a) interest expense, (b) amortization of deferred financing costs and debt discounts and (c) the portion of operating lease rental
expense that is representative of the interest factor (deemed to be one third).


S-6
9 of 58
8/14/2013 3:37 PM


424B2
http://www.sec.gov/Archives/edgar/data/356028/000119312513334435/...
Table of Contents
RISK FACTORS
You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the
only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If
any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected.
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference, including our 2013 10-K Report and our
Quarterly Report on Form 10-Q for the period ended June 30, 2013, also contain forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below and
elsewhere in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference.
Risks Relating to our Business
You should consider carefully the risks factors that are described in Part I, Item 1A, "Risk Factors" of our 2013 10-K Report, which are incorporated by
reference herein.
Risks Relating to the Notes
Our significant level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in
the economy or our industry and prevent us from meeting our obligations under the notes.
As of June 30, 2013, we had approximately $1.285 billion of unsecured and unsubordinated indebtedness. On an as-adjusted basis after giving effect to this
offering and the application of the net proceeds thereof, as more fully described in "Use of Proceeds" in this prospectus supplement, as of June 30, 2013, we would
have had approximately $1.785 billion of total indebtedness (including the notes), all of which would constitute senior indebtedness, consisting of unsecured fixed-rate
senior note obligations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Contractual Obligations and Commitments" in
our 2013 10-K Report for the payment schedule of our long-term debt obligations, inclusive of interest.
Our leverage could have important consequences for you, including the following:

· it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, debt service

requirements, share repurchases, acquisitions, or general corporate or other purposes;

· it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less

debt;

· a portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available

for other purposes, including our operations, capital expenditures and future business opportunities;

· the debt service requirements of our other indebtedness could make it more difficult for us to satisfy our financial obligations, including those related

to the notes; and

· we may be vulnerable to a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is

important to our growth.

S-7
10 of 58
8/14/2013 3:37 PM