CA Technologies - 10-Q quarterly report FY

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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: Yes    

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date:

Part I.  FINANCIAL INFORMATION

Item 1:

COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)

(in millions)

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COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

(in millions)

Cash Dividends: In May 2001, the Company's Board of Directors declared its regular, semi-annual cash dividend of $.04 per share. The dividend was paid on July 5, 2001 to stockholders of record on June 22, 2001.

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COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001

Statements of Cash Flows: For the six months ended September 30, 2001 and 2000, interest payments were $130 million and $171 million, respectively and income taxes paid were $133 million and $190 million, respectively.

Segment Disclosure: The Company's chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenue, by geographic region, for purposes of assessing financial performance and making operating decisions. Accordingly, the Company considers itself to be operating in a single industry segment. The Company is principally engaged in the design, development, marketing, licensing and support of integrated eBusiness computer software solutions operating on a diverse range of hardware platforms and operating systems. The Company does not manage its business by solution or focus area. The Company has no individual customers which constitute a significant concentration.

Comprehensive (Loss) Income: Comprehensive (loss) income includes unrealized gains or losses on the Company's available-for-sale securities and foreign currency translation adjustments included in net (loss) income. The components of comprehensive (loss) income, net of related tax, for the three-month and six month periods ended September 30, 2001 and 2000 are as follows:

Accounts Receivable: Trade and installment accounts receivable consist of the following:

Acquisition-related liabilities: As disclosed in the Company's Form 10-K for the fiscal year ended March 31, 2001, the Company acquired several businesses in fiscal year 2000 and prior. The acquisition related costs and remaining balances are provided below. The Company did not establish additional acquisition related liabilities associated with transactions completed in the first six months of fiscal year 2002 or the full fiscal year 2001 since such liabilities were not material to the consolidated financial statements taken as a whole.

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COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001

The employee costs relate to involuntary termination benefits and the duplicate facilities & other costs relate to operating leases which expire at various times through 2010, negotiated buyouts of the operating lease commitments and other contractually related liabilities. The Sterling and PLATINUM adjustments represent changes in the exit plan from its formulation until its finalization less than one year from the completion of the respective acquisition. The Other acquisition adjustment, which resulted in a reduction to the corresponding liability and related goodwill, represents reductions due to a lower cost of settlement.

NOTE B - 1995 KEY EMPLOYEE STOCK OWNERSHIP PLAN

On June 22, 2000, the Delaware Court of Chancery approved a settlement arising from stock awards made to three executives in June 1998 pursuant to the Company's 1995 Key Employee Stock Ownership Plan. Under the terms of the settlement, the executives returned 4.5 million shares of the Company's stock, of which 3.6 million shares were retained by the Company and the remaining balance was used to pay the legal fees related to the settlement. This settlement resulted in a net non-cash gain of $184 million recorded in the quarter ended June 30, 2000.

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"), and SFAS No. 142, "Goodwill And Other Intangible Assets" ("SFAS 142"). SFAS 141 addresses the accounting for acquisitions of businesses and is effective for acquisitions occurring on or after July 1, 2001. SFAS 142 addresses the method of identifying and measuring goodwill and other intangible assets acquired in a business combination, eliminates further amortization of goodwill, and requires periodic evaluations of impairment of goodwill balances. SFAS 142 is effective for fiscal years beginning after December 15, 2001. The Company is currently assessing the impact of adoption of SFAS 141 and SFAS 142. The Company amortized $125 million and $251 million of goodwill for the three and six month periods ended September 30, 2001, respectively, and $128 million and $251 million for the three and six month periods ended September 30, 2000, respectively.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144") which supercedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 144 requires, among other things, that long-lived assets be measured at the lower of carrying amount or fair value, less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. The Company is currently assessing the impact of adoption of SFAS 144.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Statements in this Form 10-Q concerning the company's future prospects and results are "forward looking statements" under the federal securities laws. There can be no assurances that such results will be achieved and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially are discussed below in the section "Risks and Uncertainties."

RESULTS OF OPERATIONS

Revenue:

For the three months ended September 30, 2001:

Revenue for the quarter ended September 30, 2001 decreased $811 million, or 52%, from the prior year's comparable quarter. The decrease was primarily a result of the Company's transition to a new business model during the third quarter of fiscal year 2001 as well as weaker economic conditions, which impacted information technology spending. The new business model grants customers flexible contractual terms and conditions, none of which include acceptance terms and conditions, which result in product revenue from such contracts being recognized ratably over the term of the agreements. The amount of total contract value booked and deferred in the quarter ended September 30, 2001, offset by amortization of new business model bookings recorded to revenue in the current quarter, was $279 million. Although weaker economic conditions and the transition to the new business model contributed to the revenue decrease, quantification of the impact these components had on such decrease is not readily d eterminable. The revenue decrease is also attributable to lower professional services revenue of $82 million.

Subscription based fees totaled $187 million for the quarter ended September 30, 2001 and represents the ratable revenue recognized on contracts executed under the new business model, which was implemented in the third quarter of fiscal year 2001. Since these types of contracts were not offered prior to October 2000, no such revenue was recorded for the quarter ended September 30, 2000.

Software fees and other decreased $850 million, or 89%, from the comparable prior year quarter due to the transition to license arrangements under the new business model that include flexible contractual provisions. These new license arrangements result in the Company recognizing revenue ratably over the license term. The Company recognizes royalties, as well as revenue from arrangements with distribution partners and OEM partners, under the line item "Software fees and other" on the accompanying consolidated condensed statements of operations.

Maintenance revenue for the quarter ended September 30, 2001 was $248 million, a decrease of $26 million, or 9%, from the quarter ended September 30, 2000. The decrease is attributable to agreements executed under the new business model which include maintenance revenue that is bundled with license revenue and, together, the maintenance and license revenue is recognized ratably over the term of the arrangement commencing upon delivery of the currently available software products. Under the new business model, such ratably recognized maintenance and license revenue is included in the "Subscription based fees" line item on the accompanying consolidated condensed statements of operations. Maintenance revenue will continue to decrease as deferred maintenance revenue under the Company's previous business model is amortized over the contract term, partially offset by new revenue earned from customers who elect to continue to receive optional maintenance at the expiration of the original contract term of their agreements.

Financing fees result from the initial discounting to present value of product sales with extended payment terms under the Company's previous business model and the subsequent increase of receivables to the amount due and payable by customers. This accretion of financing revenue on the receivables due in future years represents financing fees. Financing fees decreased $40 million, or 25%, compared to the quarter ended September 30, 2000, due to the discontinuance of offering contracts which were recorded under the previous business model. Financing fees will continue to decrease as they are amortized over the contract life.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Professional services revenue decreased $82 million, or 53%, from the prior year's comparable quarter, primarily as a result of the Company's divestiture in October 2000 of the Sterling Federal Systems Group (FSG), a provider of professional services to governmental agencies, which contributed approximately $42 million to professional services revenue for the quarter ended September 30, 2000. The decrease is also attributable to the Company's shift in focus to professional services engagements that are centered around the Company's products.

Total North American revenue for the second fiscal quarter decreased 54% over the prior year's second fiscal quarter as a result of the Company's transition to the new business model. North American revenue represented 67% and 70% of revenue for the September 2001 and September 2000 quarters, respectively.

Total North American pro forma revenue for the second fiscal quarter grew $23 million, or 3%, over the prior year's second fiscal quarter. Total international pro forma revenue for the second fiscal quarter grew $22 million, or 4%, over the prior year's second fiscal quarter. These increases resulted from continued growth in distributed platform product fees. North American pro forma revenue represented 64% of revenue for both the September 2001 and September 2000 quarters.

The pro forma revenue for the quarter ended September 30, 2001 of $1.442 billion was determined by increasing the reported revenue of $734 million by the license fee amortization of $627 million, $40 million, and $41 million related to the Company, Sterling and PLATINUM, respectively, which represents the amortization of license revenue recognized up-front for direct product sales in prior fiscal years had the Company, Sterling and PLATINUM been recognizing revenue on a ratable basis since their inception.

Operating Margins:

Excluding acquisition amortization, pro forma net income increased $130 million, or 57%, to $359 million for the second quarter of fiscal year 2002. The increase was attributable to an increase in revenue of $45 million generated from contracts previously deferred, as well as the Company's emphasis on cost control, including a commitment to manage overall headcount. Excluding acquisition amortization, the Company's assumed effective tax rate was 37.5% for both of the September 2001 and September 2000 fiscal quarters.

For the six months ended September 30, 2001:

Revenue:

Pro forma product and other revenue increased $303 million, or 12%, to $2.729 billion for the year to date period ending September 30, 2001. Total pro forma revenue increased $161 million, or 6%, over the prior year's comparable period. Consistent with the second quarter, the increase was attributable primarily to the ratable recognition of revenue from contracts entered into during the prior twelve month period that previously were deferred. Total pro forma revenue benefited from an increase in product and other revenue, partially offset by a decrease in professional services revenue of $142 million.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Total North American pro forma revenue for the first two quarters of fiscal year 2002 grew $101 million, or 6%, over the comparable period in fiscal year 2001. Total international pro forma revenue increased $60 million, or 6%, for the two quarters ended September 30, 2001 over the prior year's comparable period. These increases resulted from continued product growth, partially offset by a reduction in professional services revenue. North American pro forma revenue represented 64% of revenue for both the September 2001 and September 2000 year to date periods.

The pro forma revenue for the six months ended September 30, 2001 of $2.882 billion was determined by increasing the reported revenue of $1.447 billion by the license fee amortization of $1.273 billion, $80 million, and $82 million related to the Company, Sterling and PLATINUM, respectively, which represents the amortization of license revenue recognized up-front for direct product sales in prior fiscal years had the Company, Sterling and PLATINUM been recognizing revenue on a ratable basis since their inception.

Operating Margins:

For the first half of fiscal year 2002, pro forma net income, excluding acquisition amortization, increased $252 million, or 59%, to $682 million from $430 million for the first half of fiscal year 2001, excluding acquisition amortization and special items ($184 million gain arising from the settlement of litigation associated with stock awards pursuant to the Company's 1995 Key Employee Stock Ownership Plan, partially offset by a $31 million write-off associated with a client bankruptcy). The increase was attributable to increased revenue generated from contracts previously deferred as subscription based revenues as well as the Company's emphasis on cost control, including a commitment to manage overall headcount. Excluding acquisition amortization, the Company's assumed effective tax rate was 37.5% for the year to date periods ended September 30, 2001 and 2000.

IN-PROCESS RESEARCH AND DEVELOPMENT:

There have been no material changes in the Company's assumptions underlying the estimates used in valuing in-process research and development, and as such, the discussion under the caption "In-Process Research and Development" remains unchanged from that which was included in the Company's Form 10-K for the year ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's cash, cash equivalents, and marketable securities decreased approximately $114 million from the June 30, 2001 balance of $657 million to $543 million as of September 30, 2001. For the quarter ended September 2001, cash from operations and cash on hand as of June 30, 2001 was used to repay over $180 million in outstanding debt and to fund stock repurchases of approximately $43 million. Net cash provided from operations for the quarters ended September 30, 2001 and 2000 was $164 million and $125 million, respectively.

For the six months ended September 30, 2001, cash, cash equivalents, and marketable securities decreased approximately $307 million. Cash from operations of $318 million and cash on hand as of March 31, 2001 was used to repay over $490 million in outstanding debt and to fund stock repurchases of approximately $47 million.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The Company's bank credit facilities consist of a $2 billion four-year term loan and a $1 billion four-year revolving credit facility. During the quarter the Company repaid its 75 million British Pound Sterling denominated 364-day loan. As of September 30, 2001, $1.75 billion remained outstanding under the four-year term loan and there were no drawings under the four-year revolving credit facility. The interest rates of such debt are determined based on a ratings grid, which applies a margin to the prevailing London InterBank Offered Rate ("LIBOR").

In addition, the Company has established a $1 billion U.S. Commercial Paper ("CP") program to refinance some of its debt at more attractive interest levels. As of September 30, 2001, $276 million was outstanding under the CP program bearing an average interest rate of approximately 3.64%. The Company also utilizes other financial markets in order to maintain its broad sources of liquidity. In fiscal year 1999, $1.75 billion of unsecured Senior Notes were issued in a transaction governed by Rule 144A under the Securities Act of 1933. Amounts borrowed, rates and maturities for each issue were $575 million at 6.25% due April 15, 2003, $825 million at 6.38% due April 15, 2005 and $350 million at 6.50% due April 15, 2008. As of September 30, 2001, $128 million was outstanding under the Company's 6.77% Senior Notes. These Notes call for annual repayment of $64 million each April until final maturity in 2003.

Unsecured and uncommitted multi-currency lines of credit are available to meet any short-term working capital needs for subsidiaries operating outside the U.S. These lines total U.S. $51 million, of which $19 million was drawn as of September 30, 2001.

Debt ratings for the Company's senior unsecured notes and its bank credit facilities are BBB+ and Baa1 from Standard & Poor's and Moody's Investor Services, respectively.

As of September 30, 2001, the cumulative number of shares purchased under the Company's various open market Common Stock repurchase programs was approximately 168 million. The remaining number of shares authorized for repurchase was approximately 32 million.

The Company expects its long-standing history of providing extended payment terms to customers to continue under the new business model.

Cash from operations is expected to be lower in the third quarter of fiscal year 2002 as compared to the third quarter of fiscal year 2001 due to the collection of one-time up-front payments of approximately $250 million in the third quarter of fiscal year 2001. Collections of this magnitude are not expected during the third quarter of fiscal year 2002.

On October 11, 2001, the Company announced that it is reducing its worldwide headcount by approximately 900 across all functional areas. These reductions, which are primarily in North America, reflect a five percent decrease in the Company's worldwide staffing levels. As a result, the Company will incur severance related costs of approximately $20 million, the majority of which will be paid during the third quarter of fiscal year 2002.

Capital resource requirements as of September 30, 2001 consisted of lease obligations for office space, computer equipment, mortgage or loan obligations, amounts due as a result of product and company acquisitions, and severance related payments as noted above. It is expected that existing cash, cash equivalents, marketable securities, the availability of borrowings under credit lines and cash provided from operations will be sufficient to meet ongoing cash requirements.

RISKS AND UNCERTAINTIES:

Current and potential stockholders should consider carefully the risk factors described below. Any of these factors, or others, many of which are beyond the Company's control, could adversely affect the Company's revenue, profitability or cash flow in the future.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Operating results and revenue are subject to fluctuations caused by many factors.

Any of the foregoing factors may cause the Company's operating expenses to be disproportionately high or cause its revenue and operating results to fluctuate. As a consequence, the Company's business, financial condition and operating results could be adversely affected.

The computer software business is highly competitive.

The software business is marked by easy entry and large entrenched businesses.

The Company's products must remain compatible with ever-changing operating environments.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

performed by the Company's products or could require substantial modification of the Company's products to maintain compatibility with these companies' hardware or software. Although the Company has to date been able to adapt its products and its business to changes introduced by hardware manufacturers and system software developers, there can be no assurance that it will be able to do so in the future. Failure to adapt the Company's products in a timely manner to such changes or customer decisions to forego the use of the Company's products in favor of those with comparable functionality contained either in the hardware or operating system could have a material adverse effect on its business, financial condition and operating results.

Future product development is dependent upon access to third-party operating systems.

Third-party microcode could impact product development.

Certain software is licensed from third parties.

Customer decisions are influenced by general economic conditions.

The markets for some or all the Company's key product areas may not continue to grow.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Fiscal Year 2002 will be the first full fiscal year operating under the Company's new business model.

Failure to protect the Company's intellectual property rights would weaken its competitive position.

Third parties could claim that the Company's products infringe on their intellectual property rights.

The success of the Company's international operations is subject to many factors.

Increase in tariffs, the imposition of trade restrictions or other factors may adversely affect the Company's business, financial condition and operating results.

Fluctuations in foreign currencies could result in transaction losses.

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Item 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Changes to compensation of the Company's sales organization.

The Company may become dependent upon large transactions.

A large portion of business is consummated at the end of each quarter.

Growth depends upon successful integration of acquisitions.

The Company's stock price may continue to be volatile.

Acts of terrorism or war may adversely affect the Company's business.

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Item 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURE
OF MARKET RISK

Interest Rate Risk

The Company's exposure to market rate risk for changes in interest rates relates primarily to the Company's investment portfolio, debt, and installment accounts receivable. The Company has a prescribed methodology whereby it invests its excess cash in debt instruments of government agencies and high quality corporate issuers (Standard & Poor's single "A" rating and higher). To mitigate risk, many of the securities have a maturity date within one year, and holdings of any one issuer excluding the U.S. Government do not exceed 10% of the portfolio. Periodically, the portfolio is reviewed and adjusted if the credit rating of a security held has deteriorated. The Company does not utilize derivative financial instruments.

The Company maintains a blend of both fixed and floating rate debt instruments. As of September 30, 2001, the Company's outstanding debt approximated $3.9 billion, with approximately $1.9 billion in fixed rate obligations. If market rates were to decline, the Company could be required to make payments on the fixed rate debt that would exceed those based on current market rates. Each 25 basis point decrease in interest rates would have an associated annual opportunity cost of approximately $5 million. Each 25 basis point increase or decrease in interest rates would have an approximate $5 million annual effect on variable rate debt interest based on the balances of such debt as of September 30, 2001.

Under the Company's previous business model, the Company offered financing arrangements with installment payment terms in connection with its software solution sales. The aggregate contract value includes an imputed interest element, which can vary with the interest rate environment. Each 25 basis point increase in interest rates would have an associated annual opportunity cost of approximately $15 million.

Foreign Currency Exchange Risk

The Company conducts business on a worldwide basis through subsidiaries in 45 countries. The Company is therefore exposed to movement in currency exchange rates. As part of its risk management strategy and consistent with prior years, the Company did not enter into any foreign exchange derivative transactions. In addition, the Company manages its level of exposure by denominating international sales and payments of related expense in the local currency of its subsidiaries. A 1% decline in all foreign currencies against the U.S. dollar would have an insignificant effect on the Company's net (loss) income.

Equity Price Risk

The Company has minimal investments in marketable equity securities of publicly-traded companies. As of September 30, 2001, these investments were considered available-for-sale with any unrealized gains or losses deferred as a component of stockholders' equity. It is not customary for the Company to make investments in equity securities as part of its investment strategy.

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PART II. OTHER INFORMATION

Item 1: Legal Proceedings

The Company, Charles B. Wang, Sanjay Kumar and Russell M. Artzt are defendants in a number of shareholder class action lawsuits, the first of which was filed July 23, 1998, alleging that a class consisting of all persons who purchased the Company's stock during the period January 20, 1998 until July 22, 1998 were harmed by misleading statements, representations and omissions regarding the Company's future financial performance. These cases, which seek monetary damages in an unspecified amount, have been consolidated into a single action (the "Shareholder Action") in the United States District Court for the Eastern District of New York ("NY Federal Court"). The NY Federal Court denied the defendants' motion to dismiss the Shareholder Action, and the parties currently are engaged in discovery. Although the ultimate outcome and liability, if any, cannot be determined, management, after consultation and review with counsel, believes that the facts in the Shareholder Action do not support the plaintiffs' claims and that the Company and its officers and directors have meritorious defenses.

In addition, three derivative actions, the first of which was filed on July 30, 1998, alleging misleading statements and omissions similar to those alleged in the Shareholder Action were brought in the NY Federal Court on behalf of the Company against a majority of the Company's directors. An additional derivative action on behalf of the Company, alleging that the Company issued 14.25 million more shares than were authorized under the 1995 Key Employee Stock Ownership Plan (the "1995 Plan"), also was filed in the NY Federal Court. These derivative actions have been consolidated into a single action (the "Derivative Action") in the NY Federal Court. The Derivative Action has been stayed. Lastly, a derivative action on behalf of the Company was filed in the Chancery Court in Delaware (the "Delaware Action") on September 15, 1998 alleging that 9.5 million more shares were issued to the three 1995 Plan participants than were authorized under the 1995 Plan. The Company and its di rectors who are parties to the Derivative Action and the Delaware Action have announced that an agreement has been reached to settle the Delaware Action and the Derivative Action. Under the terms of the proposed settlement, which is subject to dismissal of related claims by the NY Federal Court, the 1995 Plan participants returned 4.5 million shares of Computer Associates stock to the Company. The Chancery Court in Delaware has approved the settlement and the parties are awaiting dismissal by the NY Federal Court. In the first quarter of fiscal year 2001, the Company recorded a $184 million gain in conjunction with the settlement.

On September 28, 2001, the United States Department of Justice filed a lawsuit alleging that the Company and PLATINUM technology International, inc. ("PLATINUM") had violated Federal antitrust laws, including alleged violation of the waiting period under the Hart-Scott-Rodino Act, in connection with the Company's acquisition of PLATINUM in May 1999. Although the ultimate outcome cannot be determined, management, after consultation and review with counsel, believes that the facts do not support the claims and that the Company and PLATINUM have meritorious defenses.

The Company, various subsidiaries and certain current and former officers have been named as defendants in other various claims and lawsuits arising in the normal course of business. The Company believes that it has meritorious defenses in connection with such claims and lawsuits and intends to vigorously contest each of them. In the opinion of the Company's management, the results of these other claims and lawsuits, either individually or in the aggregate, are not expected to have a material effect on the Company's results of operations, financial position or cash flows.

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Item 4: Submission of Matters to a Vote of Security Holders

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Item 6: Exhibits and Reports on Form 8-K

(a) Exhibits:

(b) Reports on Form 8-K:

SIGNATURES

COMPUTER ASSOCIATES INTERNATIONAL, INC.

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