0000356028-95-000020.txt : 19950926
0000356028-95-000020.hdr.sgml : 19950926
ACCESSION NUMBER: 0000356028-95-000020
CONFORMED SUBMISSION TYPE: 11-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 19950330
FILED AS OF DATE: 19950922
SROS: NYSE
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: 11-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09247
FILM NUMBER: 95575632
BUSINESS ADDRESS:
STREET 1: ONE COMPUTER ASSOCIATES PLAZA
CITY: ISLANDIA
STATE: NY
ZIP: 11788
BUSINESS PHONE: 5163425224
11-K
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended March 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _______
Commission file number 0-10180
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
(Full Title of the Plan)
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, NY 11788-7000
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
ITEM 1. Financial Statements and Exhibits.
(a) The financial statements filed herewith consist of the
following:
Report of Independent Auditors . . . . . . . . . . . . . . F-1
Statement of Net Assets Available for Benefits
March 30, 1995 and 1994 . . . . . . . . . . . . . . . . . F-2
Statement of Changes in Net Assets Available for
Benefits Years Ended March 30, 1995 and 1994 . . . . . . F-5
Notes to Financial Statements - March 30, 1995 . . . . . . F-7
ITEM 27a- Schedule of Assets Held for Investment
purposes as of March 30, 1995 . . . . . . . . . . F-12
ITEM 27d- Schedule of Reportable Transactions as of
March 30, 1995 . . . . . . . . . . . . . . . . . F-13
(b) The exhibits filed in connection with this Annual Report
are as follows:
Exhibit Number Document
-------------- --------
Exhibit 23(a) Consent of Ernst & Young
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the members of the Plan Committee (who
administer the Computer Associates Savings Harvest Plan)
have duly caused this Annual Report to be signed by the
undersigned thereunto duly authorized.
COMPUTER ASSOCIATES
SAVINGS HARVEST PLAN
Date: September 21, 1995 By: /s/Peter Schwartz
---------------------
Peter Schwartz
Member, Plan Committee
Financial Statements and Schedules
Computer Associates Savings Harvest Plan
Years ended March 30, 1995 and 1994
with Report of Independent Auditors
Computer Associates Savings Harvest Plan
Financial Statements and Schedules
Years ended March 30, 1995 and 1994
CONTENTS
Report of Independent Auditors F-1
Audited Financial Statements
Statements of Net Assets Available for Benefits F-2
Statements of Changes in Net Assets Available for Benefits F-4
Notes to Financial Statements F-6
Schedules
Item 27a - Schedule of Assets Held for Investment Purposes F-11
Item 27d - Schedule of Reportable Transactions F-12
Report of Independent Auditors
Administrative Committee
Computer Associates Savings Harvest Plan
We have audited the accompanying statements of net assets available
for benefits of Computer Associates Savings Harvest Plan as of
March 30, 1995 and 1994, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Computer Associates Savings Harvest Plan at March 30,
1995 and 1994, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules 27a-schedule of assets held for investment
purposes as of March 30, 1995 and 27d-schedule of reportable
transactions for the year ended March 30, 1995, are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of
the financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the
1995 financial statements and, in our opinion, are fairly stated in
all material respects in relation to the 1995 financial statements
taken as a whole.
Ernst + Young LLP
July 7, 1995
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1995
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
-----------------------------------------------------------------------------------------------------------
Assets
Investments,at
fair value $222,558,853 $19,424,087 $40,928,748 $13,784,687 $24,205,174 $14,258,772 $79,469,626 $30,487,759
Loans receivable from
employees 7,655,895 7,655,895
Contributions
receivable:
Computer Associates
International, Inc. 14,966,926 14,966,911 15
----------------------------------------------------------------------------------------------------------
Total assets 245,181,674 19,424,087 40,928,748 13,784,687 24,205,174 14,258,772 94,436,537 30,487,774 7,655,895
Liabilities
Distributions payable 578,887 19,036 57,446 30,671 74,517 33,279 122,121 241,817
----------------------------------------------------------------------------------------------------------
Total liabilities 578,887 19,036 57,446 30,671 74,517 33,279 122,121 241,817
----------------------------------------------------------------------------------------------------------
Net assets available
for benefits $244,602,787 $19,405,051 $40,871,302 $13,754,016 $24,130,657 $14,225,493 $94,314,416 $30,245,957 $7,655,895
===========================================================================================================
See accompanying notes.
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1994
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
--------------------------------------------------------------------------------------------------------------
Assets
Investments, at
fair value $144,530,503 $21,144,591 $36,551,244 $12,880,666 $17,161,563 $8,667,371 $36,092,757 $12,032,311
Loans receivable
from employees 6,179,393 $6,179,393
Contributions
receivable:
Computer Associates
International, Inc. 13,287,584 43,112 12,208 2,928 12,325 15,232 13,201,779
-------------------------------------------------------------------------------------------------------------
Total assets 163,997,480 21,187,703 36,563,452 12,883,594 17,173,888 8,682,603 49,294,536 12,032,311 6,179,393
Liabilities
Distributions
payable 1,079,807 241,284 356,022 161,222 88,157 58,913 126,056 48,153
-------------------------------------------------------------------------------------------------------------
Total liabilities 1,079,807 241,284 356,022 161,222 88,157 58,913 126,056 48,153
-------------------------------------------------------------------------------------------------------------
Net assets available
for benefits $162,917,673 $20,946,419 $36,207,430 $12,722,372 $17,085,731 $8,623,690 $49,168,480 $11,984,158 $6,179,393
=============================================================================================================
See accompanying notes.
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1995
Retirement
U.S.Equity Computer Money
Intermediate Puritan Index Magellan Growth and Associates Market Participant
Total Bond Fund Fund Portfolio Fund Income Fund Stock Fund Portfolio Loans Fund
----------------------------------------------------------------------------------------------------------
Additions
Contributions:
Computer Associates
International, Inc. $ 19,014,650 $ 443,607 $ 806,422 $ 297,343 $ 758,821 $ 500,775 $15,624,585 $ 583,097
Employees 13,791,023 1,356,668 2,779,842 1,022,279 2,871,212 1,854,999 2,390,788 1,515,235
Interest income from
investments 8,425,176 1,503,732 3,166,840 440,998 781,563 890,265 106,098 1,535,680
Net realized and
unrealized appreciation
(depreciation)
in fair value of
investments 43,257,943 (690,918) (327,511) 1,449,900 1,032,068 553,342 41,241,062
Transfer from
other plans 15,104,399 654,647 1,119,296 488,124 1,670,637 1,590,313 615,755 8,563,583 $ 402,044
------------------------------------------------------------------------------------------------------------
Total additions 99,593,191 3,267,736 7,544,889 3,698,644 7,114,301 5,389,694 59,978,288 12,197,595 402,044
Deductions
Withdrawals and
distributions (17,658,125) (1,878,234) (3,265,516) (1,161,416) (1,991,972) (991,881) (3,096,531) (4,358,698) (913,877)
Interfund transfers
- net (2,924,477) 392,588 (1,505,172) 1,923,892 1,206,145 (11,734,292) 10,652,981 1,988,335
Administrative expenses (249,952) (6,393) (8,089) (412) (1,295) (2,155) (1,529) (230,079)
---------------------------------------------------------------------------------------------------------
Total(deductions)
additions (17,908,077) (4,809,104) (2,881,017) (2,667,000) (69,375) 212,109 (14,832,352) 6,064,204 1,074,458
----------------------------------------------------------------------------------------------------------
Net additions
(deductions) 81,685,114 (1,541,368) 4,663,872 1,031,644 7,044,926 5,601,803 45,145,936 18,261,799 1,476,502
Net assets available
for benefits at
beginning of year 162,917,673 20,946,419 36,207,430 12,722,372 17,085,731 8,623,690 49,168,480 11,984,158 6,179,393
-----------------------------------------------------------------------------------------------------------
Net assets available
for benefits at
end of year $244,602,787 $19,405,051 $40,871,302 $13,754,016 $24,130,657 $14,225,493 $94,314,416 $30,245,957 $7,655,895
===========================================================================================================
See accompanying notes.
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1994
Computer Retirement
U.S. Equity Growth and Associates Money
Intermediate Puritan Index Magellan Income Stock Market Participant
Total Bond Fund Fund Portfolio Fund Fund Fund Portfolio Loans Fund
-----------------------------------------------------------------------------------------------------------
Additions
Contributions:
Computer Associates
International,
Inc. $17,034,607 $ 319,362 $ 443,619 $ 13,714 $1,152,509 $ 990,644 $13,786,516 $ 328,243
Employees 12,840,669 1,726,448 2,913,224 1,318,249 2,344,786 1,737,823 2,030,364 769,775
Income from
investments:
Interest and dividend
income 9,090,350 1,933,715 4,737,251 702,288 957,898 378,035 64,245 316,801 $ 117
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 7,629,882 (681,152) (796,578) (222,089) (586,204) (202,839) 10,118,744
------------------------------------------------------------------------------------------------------------
Total additions 46,595,508 3,298,373 7,297,516 1,812,162 3,868,989 2,903,663 25,999,869 1,414,819 117
Deductions
Withdrawals and
distributions (11,876,374) (2,321,425) (2,854,882) (1,260,177) (736,056) (323,264) (2,933,516) (1,271,664) (175,390)
Interfund transfers
- net (13,034,955) (805,406) (7,719,930) 13,953,545 6,044,995 (6,352,615) 4,427,318 3,487,048
Administrative
expenses (266,992) (5,443) (5,387) (401) (747) (1,704) (945) (252,365)
------------------------------------------------------------------------------------------------------------
Total (deductions)
additions (12,143,366) (15,361,823) (3,665,675) (8,980,508) 13,216,742 5,720,027 (9,287,076) 2,903,289 3,311,658
-------------------------------------------------------------------------------------------------------------
Net additions
(deductions) 34,452,142 (12,063,450) 3,631,841 (7,168,346) 17,085,731 8,623,690 16,712,793 4,318,108 3,311,775
Net assets available
for benefits at
beginning of
year 128,465,531 33,009,869 32,575,589 19,890,718 32,455,687 7,666,050 2,867,618
-------------------------------------------------------------------------------------------------------------
Net assets
available for
benefits at end
of year $162,917,673 $20,946,419 $36,207,430 $12,722,372 $17,085,731 $8,623,690 $49,168,480 $11,984,158 $6,179,393
==============================================================================================================
See accompanying notes.
Computer Associates Savings Harvest Plan
Notes to Financial Statements
March 30, 1995
1. DESCRIPTION OF THE PLAN
GENERAL
The following description of the Computer Associates Savings
Harvest Plan (the "Plan") provides only general
information. Participants should refer to the Plan
document for a more complete description of the
Plan's provisions.
The Plan is a defined contribution plan covering
all eligible salaried employees. An employee is
eligible to participate in the Plan in the month
following completion of one full year of service
to Computer Associates International, Inc. (the "Company").
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
As a result of acquisitions by the Plan sponsor, the
assets of The ASK Group 401(k) Plan and the Newtrend LP
401(k) Plan were transferred into the Plan during the
Plan year end March 30, 1995. The Plan has been
amended for these acquisitions.
CONTRIBUTIONS
During each payroll period, Plan participants may elect
to contribute a percentage of their base compensation
ranging from 2% to 15%. Each participant can change this
election at any time but not more than once every three
months.
To comply with the Tax Reform Act of 1986, pre-
tax contributions elected by any participant may not
exceed $9,240 and $8,994 for the calendar years ended
December 31, 1994 and 1993. Participants can
contribute on an after-tax basis as well.
The Company contributes to the Plan on behalf of
each participant as a matching contribution, an amount
equal to 50% of such participant's contribution up to
a maximum of 2.5% of the participant's base
compensation. The matching contributions for the years
ended March 30, 1995 and 1994 were $3,874,421 and
$3,747,023, respectively.
In addition to its matching contribution, the Company
may contribute to the Plan in respect of each
year, a discretionary contribution in an amount that
the Board of Directors of the Company may, in its sole
discretion, determine. The discretionary contributions
for the years ended March 30, 1995 and 1994
were $14,966,926 and $13,287,584 respectively. The discretionary
contribution is allocated to each participant generally in
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (continued)
the same ratio that the participant's base compensation
for the Plan year bears to the base compensation
of all participants for such Plan year. The
discretionary contribution for the year ended March
30, 1995 includes 255,294 common shares of the Company
valued at $14,966,611. The discretionary contribution
for the year ended March 30, 1994 includes 447,453
common shares of the Company valued at $13,199,875.
PARTICIPANT ACCOUNTS
A separate account is established and maintained in the
name of each participant and reflects the
participant's balance invested therein. Such balance
includes earnings and losses allocated to the
participants accounts based upon the percentage
investment of the account balance to the total fund balances.
VESTING
The matching and discretionary contributions made by
the Company on behalf of a participant vest as follow.
With less than three years of service, 0% is vested. The
participant's vested percentage then increases to 20%
after three years, 40% after four years, 60% after
five years, 80% after six years, and 100% after seven
years of service. In addition, 100% vesting occurs
upon death or total disability of a participant,
upon attainment of normal retirement age, or upon
termination of the Plan.
INVESTMENT OPTIONS
The assets of the Plan are invested by Fidelity in
seven separate funds:
Fidelity Intermediate Bond Fund which invests in high
and upper-medium grade fixed-income obligations with
intermediate maturities.
Fidelity Puritan Fund, which invests in income-
producing common stocks, preferred stocks, and bonds.
Fidelity U.S. Equity Index Portfolio, which invests
mostly in the common stock of the 500 companies that make up
the Standard & Poor's 500 Index.
Fidelity Magellan Fund, which invests in common stock
and securities convertible to common stock.
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (continued)
Fidelity Growth and Income Portfolio, which invests
in common stock, securities convertible to common
stock, preferred stock and fixed income securities.
Computer Associates Stock Fund, which is invested in
the common stock of a single company, Computer Associates
International, Inc.
Fidelity Retirement Money Market Portfolio, which
invests in high-quality, U.S. dollar denominated money
market instruments.
Participants may redirect future contributions or
transfer their current investment balances between
funds on a daily basis in increments of 1%.
PAYMENT OF BENEFITS
The Plan provides for benefit distributions to
Plan participants or their beneficiaries upon the
participant's retirement, termination of employment
or death. Any participant may apply to withdraw all
or part of his/her vested account balance subject to
specific hardship withdrawal provision criteria in the
Plan and the approval of the Plan Administrative
Committee.
PARTICIPANT LOANS RECEIVABLE
Any participant may take a loan from his/her account
based upon certain provisions of the Plan being met.
Upon the death, retirement or termination of employment
of the participant, the Plan may deduct the total unpaid
balance or any portion thereof from any payment or distribution
to which the participant or his beneficiaries may be entitled.
Loans bear interest at market rates and are fixed at the time
the loan is applied for. The rate at March 30, 1995 was 10%.
All loans must be repaid in equal bi-monthly installments.
Loans generally extend from one to five years.
EXPANSE ALLOCATION
To the extent that the costs of recordkeeping and
administration of the funds are not covered by Plan
forfeitures, they are borne by the Plan sponsor,
(the Company). Such costs for Plan years 1995 and
1994 were $225,117 and $230,083, respectively, and were
covered by Plan forfeitures.
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (continued)
PLAN TERMINATION
Although it has not expressed any intent to do so,
the Company has the right under the Plan to
discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
2. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
Investments in Fidelity funds and Computer Associates
Stock Fund are stated at fair value based upon quoted
prices in published sources.
The realized net gain or loss on sale of investments is
the difference between the proceeds received and the
average cost of investments sold. The unrealized net
gain or loss is the difference between the fair value
and the cost of investments for each year. These
combined amounts are included in the statement of
changes in net assets available for benefits.
3. INVESTMENTS
The following investments represent 5% or more of the
Plan's net assets at March 30, 1995, which are
represented at fair value as determined by quoted market
prices.
Number of
Units Fair Value
------------------------
Intermediate Bond Fund 1,944,353 $19,424,087
Puritan Fund 2,654,264 40,928,748
U.S. Equity Index Portfolio 747,543 13,784,687
Magellan Fund 334,141 24,205,174
Growth and Income Portfolio 632,038 14,258,772
CA Stock Fund 3,199,260 79,469,626
Retirement Money Market Portfolio 30,487,759 30,487,759
Computer Associates Savings Harvest Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Internal Revenue Service has ruled that the
Plan qualifies under Section 401(a) of the Internal
Revenue Code (the "Code"), and its related trust is
therefore exempt from Federal income tax under Section
501 of the Code. Subsequent to the ruling, the Plan
has been amended to comply with provisions of the Tax
Reform Act of 1986 and the tax acts thereafter. The
Plan was restated in its entirety effective March 31,
1992. The Company has received a favorable tax
determination letter from the Internal Revenue Service
dated June 12, 1995. The Company is not aware of any
course of action or series of events that might
adversely affect the qualified status of the Plan.
SCHEDULES
Computer Associates Savings Harvest Plan
Item 27a - Schedule of Assets Held for Investment Purposes
March 30, 1995
Identity of Issue, Borrower, Number Current
Lessor or Similar Party of Units Cost Value
-----------------------------------------------------------------------------------
Fidelity Intermediate Bond Fund 1,944,353 $20,513,495 $19,424,087
Fidelity Puritan Fund 2,654,264 41,921,730 40,928,748
Fidelity U.S. Equity Index Portfolio 747,543 12,727,057 13,784,687
Fidelity Magellan Fund 334,141 23,455,917 24,205,174
Fidelity Growth and Income Portfolio 632,038 13,886,759 14,258,772
Fidelity Computer Associates Stock Fund 3,199,260 38,885,154 79,469,626
Fidelity Retirement Money Market Portfolio 30,487,759 30,487,759 30,487,759
Participant Loans 7,655,895 7,655,895
----------------------------
Total $189,533,766 $230,214,748
============================
Computer Associates Savings Harvest Plan
Item 27d - Schedule of Reportable Transactions
Year ended March 30, 1995
Number of Purchase Number Sales Cost of Net Gain
Identity of Party Involved Purchases Price of Sales Price Assets (Loss)
------------------------------------------------------------------------------------------------------------
Category (i) a single
security transaction in
excess of 5% of plan assets:
Computer Associates Stock Fund 1 13,188,635
Retirement Money Market Portfolio 1 17,000,000
Retirement Money Market Portfolio 1 8,453,210
Category (iii) - a series of
security transactions in
excess of 5% of plan assets:
Puritan Fund 244 $18,256,427 223 $13,551,412 $13,904,253 $(352,841)
Magellan Fund 251 20,136,463 226 14,125,304 14,479,078 (353,774)
Growth and Income Portfolio 240 10,625,182 206 5,587,123 5,533,065 54,058
Computer Associates Stock Fund 252 62,804,834 249 60,669,027 48,570,640 12,098,387
Retirement Money Market Portfolio 255 68,611,440 242 50,154,233 50,154,233
There were no category (ii) or (iv) reportable transactions
during the period ended March 30, 1995.
EX-23
2
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-20797 and the Post
Effective Amendment No. 1 to said Registration Statement)
pertaining to the Computer Associates Savings Harvest Plan of
Computer Associates International, Inc. and in the related prospectus
of our report dated July 7, 1995 with respect to the financial
statements and schedules of the Computer Associates Savings Harvest
Plan included in this Annual Report (Form 11-K) for the year
ended March 30, 1995.
Ernst + Young LLP
New York, New York
September 21, 1995