-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MazJe3f2pN+ZrKe559UAXNHAIZNnKNstgUlPm/P6eg9A1Wc2rGW/mfNiUrSNY9e0 43O+Y5CjHM/SP6QRcCLXiw== 0000356028-00-000033.txt : 20001222 0000356028-00-000033.hdr.sgml : 20001222 ACCESSION NUMBER: 0000356028-00-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001221 ITEM INFORMATION: FILED AS OF DATE: 20001221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09247 FILM NUMBER: 793602 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313425224 MAIL ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 8-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 December 21, 2000 ------------------------------------------------ Date of Report: (Date of earliest event reported) Computer Associates International, Inc. ------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 1-9247 13-2857434 - ---------------------------- ----------- ------------------- State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Computer Associates Plaza, Islandia, New York 11749 - ------------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (631) 342-5224 Not Applicable -------------------------------- (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure. In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. On December 21, 2000, Computer Associates International, Inc. ("CA") made available on its web page (www.ca.com/invest) additional supporting information related to historical data originally released on October 25, 2000. At that time, CA provided certain pro-forma pro-rata revenue and operating earnings per share amounts as part of the data provided to analyze the recently announced new business model. CA's auditors, KPMG LLP, have issued an attestation report on the pro-forma statement of operations for fiscal year 2000. The quarterly amounts of the previously disclosed full year revenue of $5.256 billion and operating earnings per share of $1.31 for the year ended March 31, 2000 under the previously defined pro-forma pro-rata methodology was as follows:
Revenue (in millions) Operating EPS --------------------- ------------- Q1 ended June 1999 $1,240 $0.30 Q2 ended September 1999 $1,294 $0.34 Q3 ended December 1999 $1,332 $0.32 Q4 ended March 2000 $1,390 $0.34
Please refer to previously disclosed information including the Form 10Q filed November 14 , 2000, the Form 8-K filed on October 25, 2000 and the earnings press release dated October 24, 2000. Statements herein concerning Computer Associates future prospects are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. There can be no assurances that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include: the significant percentage of CA's quarterly sales consummated in the last few days of the quarter making financial predictions especially difficult and raising a substantial risk of variance in actual results; changes in industry accounting guidance; the risks associated with changes in the company's business model; the risks associated with changes in the way in which the company accounts for license revenue; the difficulties of compiling pro forma financial information, given acquisitions over time; instability resulting from changes to the company's business model; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; the risks associated with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either CA or its competition; risks associated with the entry into new markets such as professional services; the risks associated with integrating newly acquired businesses and technologies; increasing dependency on large dollar licensing transactions; delays in product delivery; reliance on mainframe capacity growth; the ability to recruit and retain qualified personnel; business conditions in the distributed systems and mainframe software and hardware markets; uncertainty and volatility associated with Internet and eBusiness related activities; use of software patent rights to attempt to limit competition; fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; uncertainties relative to global economic conditions; and other risks described in filings with the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Computer Associates International, Inc. Dated: December 21, 2000 By: /s/ Ira Zar --------------------------------- Ira Zar Executive Vice President and Chief Financial Officer EX-99 2 0002.txt COMPUTER ASSOCIATES (R) Forward-Looking Statements Contained Herein Statements in this release concerning the Company's future prospects are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. There can be no assurances that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include: the significant percentage of CA's quarterly sales consummated in the last few days of the quarter making financial predictions especially difficult and raising a substantial risk of variance in actual results; changes in industry accounting guidance; the risks associated with changes in the company's business model; the risks associated with changes in the way in which the company accounts for license revenue; the difficulties of compiling pro forma financial information, given acquisitions over time; instability resulting from changes to the company's business model; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; the risks associated with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either CA or its competition; risks associated with the entry into new markets such as professional services; the risks associated with integrating newly acquired businesses and technologies; increasing dependency on large dollar licensing transactions; delays in product delivery; reliance on mainframe capacity growth; the ability to recruit and retain qualified personnel; business conditions in the distributed systems and mainframe software and hardware markets; uncertainty and volatility associated with Internet and eBusiness related activities; use of software patent rights to attempt to limit competition; fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; uncertainties relative to global economic conditions; and other risks described in filings with the Securities and Exchange Commission. Update to Historical Pro-Forma Pro-Rata Revenue and EPS -On October 25, 2000, CA provided pro-forma pro-rata revenue and operating EPS amounts for FY 2000 of $5.256 Billion and $1.31 respectively. -CA'sauditors, KPMG LLP, have issued an attestation report on the pro-forma statement of operations for fiscal year 2000. -For further clarity, CA has provided quarterly breakdown of the annual FY 2000 pro-forma pro-rata revenue and operating EPS amounts. Current Year Impact
FY00 FY00 FY00 FY00 FY00 Q1 Q2 Q3 Q4 Total ---- ---- ---- ---- ----- Pro-Forma: Total Revenue $1,240 $1,294 $1,332 $1,390 $5,256 Operating-EPS* $0.30 $0.34 $0.32 $0.34 $1.31
[FN] *Sum of quarters may not equal FY total due to changes in shares outstanding Forward-Looking Statements Contained Herein Statements in this release concerning the Company's future prospects are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. There can be no assurances that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially include: the significant percentage of CA's quarterly sales consummated in the last few days of the quarter making financial predictions especially difficult and raising a substantial risk of variance in actual results; changes in industry accounting guidance; the risks associated with changes in the company's business model; the risks associated with changes in the way in which the company accounts for license revenue; the difficulties of compiling pro forma financial information, given acquisitions over time; instability resulting from changes to the company's business model; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; the risks associated with new product introductions as well as the uncertainty of customer acceptance of these new or enhanced products from either CA or its competition; risks associated with the entry into new markets such as professional services; the risks associated with integrating newly acquired businesses and technologies; increasing dependency on large dollar licensing transactions; delays in product delivery; reliance on mainframe capacity growth; the ability to recruit and retain qualified personnel; business conditions in the distributed systems and mainframe software and hardware markets; uncertainty and volatility associated with Internet and eBusiness related activities; use of software patent rights to attempt to limit competition; fluctuations in foreign currency exchange rates and interest rates; the volatility of the international marketplace; uncertainties relative to global economic conditions; and other risks described in filings with the Securities and Exchange Commission. COMPUTER ASSOCIATES (R) -----END PRIVACY-ENHANCED MESSAGE-----