-----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, AC9PVTULHLyeGRIF/g9c2eG+2uD7fmalFHwlyx+iFTDFq5BuyBHdIEpqP2Lz83uO agwlQREthldA+RUrg2lhmw== 0000356028-95-000021.txt : 19951103 0000356028-95-000021.hdr.sgml : 19951103 ACCESSION NUMBER: 0000356028-95-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951102 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 95586891 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1995 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period ended from _____ to _____ Commission File Number 0-10180 Computer Associates International, Inc. (Exact name of registrant as specified in its charter) Delaware 13-2857434 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Computer Associates Plaza Islandia, New York 11788-7000 (Address of principal executive offices) (Zip Code) (516) 342-5224 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) 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 X No 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: Title of Class Shares Outstanding Common Stock as of November 1, 1995 par value $.10 per share 241,647,347 COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX PART I. Financial Information: Page No. Item 1. Consolidated Condensed Balance Sheets - September 30, 1995 and March 31, 1995 1 Consolidated Statements of Income - Three Months Ended September 30, 1995 and 1994 2 Six Months Ended September 30, 1995 and 1994 3 Consolidated Condensed Statements of Cash Flows - Six Months Ended September 30, 1995 and 1994 4 Notes to Consolidated Condensed Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. Other Information: Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 14
Item 1: Part I. FINANCIAL INFORMATION COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands)
September 30, March 31, 1995 1995 ------------- --------- (Unaudited) ASSETS: Cash and cash equivalents . . . . . . . $ 77,694 $ 116,579 Marketable securities . . . . . . . . . 130,200 184,643 Trade and installment accounts receivable - net. . . . . . . . . . . . 968,704 787,684 Inventories and other current assets . . . . . . . . . . . . . . . . 68,183 58,660 --------- --------- TOTAL CURRENT ASSETS 1,244,781 1,147,566 Installment accounts receivable, due after one year - net . . . . . . . 1,356,699 1,045,798 Property and equipment - net . . . . . . 438,288 343,953 Purchased software products - net . . . 736,696 342,999 Excess of cost over net assets acquired - net . . . . . . . . . . . . 814,624 300,268 Investments and other noncurrent assets . . . . . . . . . . . . . . . . 83,222 88,844 ---------- ---------- TOTAL ASSETS $4,674,310 $3,269,428 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY: Loans payable - banks . . . . . . . . . $ 495,000 $ 240,000 Other current liabilities . . . . . . . 982,903 607,893 Long-term debt and other . . . . . . . 1,246,600 50,489 Deferred income taxes . . . . . . . . . 602,011 460,838 Deferred maintenance revenue . . . . . 332,082 332,083 Stockholders' equity . . . . . . . . . . 1,015,714 1,578,125 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $4,674,310 $3,269,428 ========== ========== See Notes to Consolidated Condensed Financial Statements.
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts)
For the Three Months Ended September 30, -------------------- 1995 1994 ---- ---- Product revenue and other related income . . . $ 630,106 $ 443,998 Maintenance fees . . . . . . . . . . . . . . . 182,210 179,342 -------- -------- TOTAL REVENUE 812,316 623,340 Costs and expenses: Selling, marketing and administrative . . . . 312,643 256,114 Product development and enhancements . . . . 67,444 54,146 Commissions and royalties . . . . . . . . . . 40,514 30,065 Depreciation and amortization . . . . . . . . 100,874 69,809 Interest expense - net . . . . . . . . . . . 17,474 2,924 Purchased research and development . . . . . 1,303,280 --------- -------- TOTAL COSTS AND EXPENSES 1,842,229 413,058 (Loss) income before income taxes . . . . . . . (1,029,913) 210,282 Provision for income tax (benefit) expense . . ( 392,733) 79,907 ---------- --------- NET (LOSS) INCOME $( 637,180) $ 130,375 =========== ========= NET (LOSS) INCOME PER COMMON SHARE . . . . . . $( 2.64) $ .52 ========== ======== Weighted average shares used in computation . . 241,379 252,297* *Adjusted for three-for-two stock split declared August 9, 1995. See Notes to Consolidated Condensed Financial Statements.
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts)
For the Six Months Ended September 30, ------------------- 1995 1994 ---- ---- Product revenue and other related income . . . $ 1,026,908 $ 750,486 Maintenance fees . . . . . . . . . . . . . . . 362,860 349,485 --------- --------- TOTAL REVENUE 1,389,768 1,099,971 Costs and expenses: Selling, marketing and administrative . . . 589,922 507,685 Product development and enhancements . . . . 128,384 104,384 Commissions and royalties . . . . . . . . . 66,595 50,411 Depreciation and amortization . . . . . . . 172,096 113,742 Interest expense - net . . . . . . . . . . . 18,850 2,198 Purchased research and development . . . . . 1,303,280 249,300 --------- --------- TOTAL COSTS AND EXPENSES 2,279,127 1,027,720 (Loss) income before income taxes. . . . . . . ( 889,359) 72,251 Provision for income tax (benefit) expense . . ( 340,728) 27,455 --------- -------- NET (LOSS) INCOME $( 548,631) $ 44,796 ========= ======== NET (LOSS) INCOME PER COMMON SHARE . . . . . . $( 2.28) $ .18 ========= ======== Weighted average shares used in computation. . 241,087 252,096* *Adjusted for three-for-two stock split declared August 9, 1995. See Notes to Consolidated Condensed Financial Statements.
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands) For the Six Months Ended September 30, ------------------- 1995 1994 OPERATING ACTIVITIES: Net (loss) income. . . . . . . . . . . . . . . . . $( 548,631) $ 44,796 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . 172,096 113,742 Provision for deferred income taxes . . . . . . ( 436,772) ( 73,260) Charge for purchased research and development. . 1,303,280 249,300 Increase in noncurrent installment accounts receivable - net . . . . . . . . . . . . . . . ( 230,202) (122,909) Increase (decrease) in deferred maintenance revenue . . . . . . . . . . . . . . 463 ( 9,514) Changes in other operating assets and liabilities [excludes effects of acquisitions]. ( 73,457) (41,618) --------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 186,777 160,537 INVESTING ACTIVITIES: Acquisitions, primarily purchased software, marketing rights and intangibles . . . . . . . . (1,686,305) (353,247) Purchase of property and equipment . . . . . . . . ( 12,131) ( 33,370) Decrease in current marketable securities . . . . 56,432 9,047 Capitalized development costs . . . . . . . . . . ( 6,872) ( 8,038) --------- ------- NET CASH USED IN INVESTING ACTIVITIES (1,648,876) (385,608) FINANCING ACTIVITIES: Increase (decrease) in long-term debt - net . . . 1,196,636 ( 82,458) Increase in loans payable-banks - net . . . . . . 255,000 342,000 Dividends paid . . . . . . . . . . . . . . . . . . ( 16,086) ( 16,172) Exercise of common stock options/other . . . . . . 11,998 8,133 Purchases of treasury stock . . . . . . . . . . . ( 22,104) (109,027) NET CASH PROVIDED BY FINANCING ACTIVITIES 1,425,444 142,476 --------- ------- DECREASE IN CASH AND CASH EQUIVALENTS BEFORE EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 36,655) ( 82,595) Effect of exchange rate changes on cash . . . . . . ( 2,230) 3,423 --------- ------- DECREASE IN CASH AND CASH EQUIVALENTS ( 38,885) ( 79,172) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 116,579 133,127 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 77,694 $ 53,955 ======== =======
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending March 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in Computer Associates International, Inc.'s (the "Registrant" or the "Company") Annual Report on Form 10-K for the fiscal year ended March 31, 1995. Net Income per Share: Net income per share of common stock is computed by dividing net income by the weighted average number of common shares and any dilutive common share equivalents outstanding. Common share equivalents for the three and six month periods ended September 30, 1995 were excluded because of their anti-dilutive effect. Fully diluted net income per share is the same or not materially different from net income per share. Stock Split: On August 9, 1995 the Company declared a three-for-two stock split in the form of a stock dividend, distributed September 5, 1995 to stockholders of record as of August 21, 1995. All common stock and per share amounts have been adjusted to reflect the stock split. Statements of Cash Flows: For the six months ended September 30, 1995 and 1994, interest paid was $20 and $9 million, respectively, and income taxes paid were $64 and $111 million, respectively. COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 NOTE B -- ACQUISITIONS On August 1, 1995, the Company completed its tender offer for the outstanding shares of Legent Corporation ("Legent") common stock. Approximately 98% of the issued and outstanding shares, or 37.9 million shares, were validly tendered. The aggregate purchase price of approximately $1.8 billion was funded from drawings under the Company's $2 billion credit agreement dated as of July 24, 1995. Legent was engaged in the design, development, marketing, and support of a broad range of computer software products for the management of information systems used to manage mainframe, midrange, server, workstation and PC systems deployed throughout a business enterprise. The acquisition was accounted for as a purchase. The results of Legent's operations have been combined with those of the Company since the date of acquisition. The Company recorded an $808 million after-tax charge against earnings for the write-off of purchased Legent research and development technology that had not reached the working model stage and has no alternative future use. Had this charge not been taken during the quarter ended September 30, 1995, net income and net income per share for the three and six month periods ended September 30, 1995 would have been $171 million, or $.68 per share and $259 million, or $1.03 per share, respectively. On June 22, 1994, the Company acquired 98% of the issued and outstanding common stock of The ASK Group, Inc. ("ASK"), and on September 20, 1994, merged ASK into one of its wholly owned subsidiaries. The aggregate cost of acquiring the common stock of ASK was approximately $314 million. The purchase price was provided from existing cash balances and from a revolving credit agreement with a group of banks. ASK was primarily in the business of developing, marketing and selling relational database management systems, data access and connectivity products, manufacturing and financial software application tools and provided related consulting and support services. The acquisition was accounted for as a purchase. The results of ASK's operations have been combined with those of the Company since the date of acquisition. In conjunction with the purchase of ASK, the Company recorded an after-tax charge against earnings of $154 million relating to the write-off of purchased research and development technology that had not reached the working model stage and has no alternative future use. Had this charge not been taken during the quarter ended June 30, 1994, net income for the six month period ended September 30, 1994 would have been $199 million, or $.79 per share. COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 NOTE B -- ACQUISITIONS (continued) The following table reflects pro forma combined results of operations (unaudited) of the Company, ASK and Legent on the basis that the acquisition of ASK had taken place at the beginning of fiscal year 1995 and the acquisition of Legent had taken place at the beginning of the fiscal years for all periods presented. The after-tax charges in fiscal years 1995 and 1996 of $154 million and $808 million were recorded at the beginning of the fiscal year for each of the periods presented: (In thousands, except per share amounts)
For the Six Months For the Three Months Ended September 30, Ended September 30, ------------------- ------------------ 1995 1994 1995 1994 ---- ---- ---- ---- Revenue . . . . . . . . . $ 1,476,287 $ 1,326,137 $ 834,183 $ 741,479 Net (loss) income. . . . . ( 771,764) ( 902,137) 165,274 88,747 Net (loss) income per common share. . . . . $( 3.20) $( 3.72) $ .65 $ .35 Shares used in computation. 241,087 242,380 253,015 252,297
The following table reflects pro forma combined results of operations (unaudited) of the Company, ASK and Legent on the basis that the acquisition of ASK had taken place at the beginning of fiscal year 1995 and the acquisition of Legent had taken place at the beginning of the fiscal years for all periods presented and excludes the effect of the after-tax charges in fiscal years 1995 and 1996 of $154 million and $808 million: (In thousands, except per share amounts)
For the Six Months For the Three Months Ended September 30, Ended September 30, ------------------ ------------------- 1995 1994 1995 1994 ---- ---- ---- ---- Revenue . . . . . . . . . . . . $1,476,287 $1,326,001 $ 834,183 $ 741,479 Net income . . . . . . . . . . $ 190,836 $ 60,463 $ 165,274 $ 88,747 Net income per common share . . . . . . . $ .75 $ .24 $ .65 $ .35 Shares used in computation . . 252,848 252,096 253,015 252,297
In management's opinion, the pro forma combined results of operations are not indicative of the actual results that would have occurred had the acquisitions been consummated at the beginning of fiscal year 1995 or of future operations of the combined companies under the ownership and operation of the Company. COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 NOTE C - THE 1995 KEY EMPLOYEE STOCK OWNERSHIP PLAN Under the 1995 Key Employee Stock Ownership Plan (the "1995 Plan") the Stock Option and Compensation Committee of the Board of Directors (the "Committee") is authorized to grant, subject to the attainment of certain common stock price objectives, up to 9,000,000 shares of the Company's common stock to three key executives. The Committee has initially authorized the grant of 3,000,000 shares of common stock (the "Initial Grant") and may grant up to an additional 6,000,000 shares (the "Additional Grants") based on the price per share of the common stock achieving target levels. The Initial Grant and Additional Grants are non-transferable and subject to substantial risk of forfeiture during the five year period ending March 31, 2000, and further subject to significant limitations on transfer during the seven years following fiscal year 2000. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue: Total revenue for the quarter ended September 30, 1995 increased by 30%, or $189 million, over the prior year's comparable quarter. This increase reflects the continued demand for enterprise licensing alternatives with less restrictive pricing options,as well as the continued growth of licensing fees for client/server product offerings on the midrange platform. The increase in midrange platform revenue was led by the Company's widely acclaimed UNIX-based systems management product, CA-Unicenter. The licensing of Legent products contributed less than 10% to this quarter's revenue. Maintenance revenues increased by $2 million, primarily due to the acquisition of Legent, offset by the continued trend in site consolidations. Price changes did not have a material impact in either quarter. Costs and Expenses: Selling, marketing and administrative expenses as a percentage of total revenue for the September 1995 quarter decreased to 38% from 41% for the September 1994 quarter. This percentage reduction reflects a higher revenue achievement without a proportionate increase in total fixed and administrative costs as well as operating efficiencies realized from the acquisition of Legent. Net research and development expenditures increased $13 million, or 25%, over the September 1994 quarter. The increase was a direct result of the addition of the Legent products and associated development personnel, the focus on expanding the client/server product offerings, in particular the CA-Unicenter products, and continued support and development for the ASK products. Commissions and royalties remained at 5% of revenue for both the September 1995 and 1994 quarters. Depreciation and amortization expense increased $30 million in the September 1995 quarter over the September 1994 quarter, primarily due to an increase of $42 million of depreciation and amortization associated with the Legent acquisition offset by the expected decrease of $12 million in amortization related to ASK purchased software products. In the September 1995 quarter, net interest expense increased by $15 million over the September 1994 quarter, a direct result of higher debt levels associated with borrowings used to finance the Legent acquisition. Item 2: (Continued) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating Margins: The net loss for the September 1995 quarter was $637 million, or $2.64 per share compared to net income of $130 million or $.52 per share in the September 1994 quarter. The net loss for the September 1995 quarter is entirely attributable to the $808 million after-tax charge for the write-off of Legent purchased research and development technology, that had not reached the working model stage and had no alternative future use. Net income in the September 1995 quarter excluding the after-tax charge would have been $171 million, an increase of 31% over the comparable prior year period. Before giving effect to the write-off, the Company's consolidated effective tax rate for the September 1995 quarter decreased to 37.5% from 38% for the September 1994 quarter, primarily as a result of anticipated increases in foreign tax credits. Operations: The Company has traditionally reported lower profit margins in the first two quarters of each fiscal year than those experienced in the third and fourth quarters. As part of the annual budget process, management establishes higher discretionary expense levels in relation to projected revenue for the first half of the year. Historically, the Company's combined third and fourth quarter revenues have been greater than the first half of the year, as these two quarters coincide with clients' calendar year budget periods and the culmination of the Company's annual sales plan. These historically higher second half revenues have resulted in significantly higher profit margins, since total expenses have not increased in proportion to revenue. However, past financial performance may not be indicative of future performance, particularly in view of the uncertainties associated with integration of the Legent acquisition and the personnel and infrastructure investments necessary to capitalize on the industry's on-going migration to client/server technology. The Company's near term operating results may be affected by a number of other factors, including, but not limited to: uncertainties relative to global economic conditions; market acceptance of competing technologies; the availability and cost of new solutions; the Company's ability to successfully maintain or increase market share in its core business while expanding its product base into other markets; the strength of its distribution channels; the Company's ability to manage fixed and variable expense growth relative to revenue growth; and the Company's ability to effectively integrate acquired products and operations. Item 2: (Continued) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Company's cash, cash equivalents and short term marketable securities decreased by approximately $39 million during the quarter ended September 30, 1995. This decrease was primarily attributable to expenditures related to the repayment of bank debt, dividends paid and purchases of Treasury Stock, offset by cash generated from operations. During the quarter, the Company entered into a new $2 billion credit facility with a group of banks, agented by Credit Suisse. An initial $1.8 billion was drawn down to finance the acquisition of 98% of the issued and outstanding common stock of Legent Corporation. The $2 billion facility is a five-year reducing revolving credit agreement initially having an all-in borrowing cost at the London Interbank Rate ("LIBOR") plus 5/8%. The all-in borrowing rate is adjusted upon the Company's achievement of certain financial conditions and ratios. At September 30, 1995, $1.7 billion was drawn under this credit agreement. On September 30, 1995, the total amount of common stock purchased under the Company's open market repurchase programs was 47.1 million shares. Approximately 12.9 million shares remain available for repurchase under this program. These figures have been adjusted for the Company's three-for-two stock split declared on August 9, 1995. The Company's capital resource requirements as of the end of September 1995 consisted of lease obligations for office space, computer equipment, mortgage or loan obligations and amounts due as a result of product and company acquisitions. It is expected that existing cash, cash equivalents, short-term marketable securities, the availability of borrowings under committed and uncommitted credit lines, as well as cash provided from operations will be sufficient to meet anticipated cash requirements. PART II. OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders (a) Annual Meeting of Stockholders held on August 9, 1995 (b) The Stockholders notice to fix the number of Directors at eight and elected Directors for the ensuing year as follows:
Affirmative Authority Name Votes Withheld Russell M. Artzt 137,576,714 416,348 Willem F.P. de Vogel 137,740,448 252,614 Irving Goldstein 137,737,645 255,417 Richard A. Grasso 137,715,257 277,805 Shirley Strum Kenny 137,734,956 258,106 Sanjay Kumar 137,577,289 415,773 Edward C. Lord 137,736,308 256,754 Charles B. Wang 137,581,283 411,779
(c)(i) The Stockholders voted to approve an Amendment to the Company's 1991 Stock Incentive Plan : Affirmative Votes 104,096,264 Negative Votes 20,580,353 Abstentions 1,208,342 (ii) The Stockholders voted to approve an Amendment to the Company's 1994 Annual Incentive Compensation Plan. Affirmative Votes 120,184,638 Negative Votes 4,463,894 Abstentions 1,245,266 PART II. OTHER INFORMATION (Continued) (iii) The Stockholders voted to approve the Company's 1995 Key Employee Stock Ownership Plan. Affirmative Votes 98,427,761 Negative Votes 26,944,563 Abstentions 1,221,062 (iv) The Stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending March 31, 1996: Affirmative Votes 137,776,581 Negative Votes 87,046 Abstentions 129,436 PART II. OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (a) Exhibits. None. (b) Reports on Form 8-K. The registrant filed a report on Form 8-K on August 10, 1995, reporting an event under Item 2, providing financial statements and pro forma financial information in accordance with Item 7(a) and (b) and furnishing exhibits under Item 7(c). The date of such report was August 1, 1995. 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 thereunto duly authorized. COMPUTER ASSOCIATES INTERNATIONAL, INC. Dated: November 2, 1995 By: /s/Sanjay Kumar ------------------------ Sanjay Kumar, President and Chief Operating Officer Dated: November 2, 1995 By: /s/Peter Schwartz ----------------------- Peter Schwartz Sr. Vice President - Finance (Chief Financial and Accounting Officer) EX-27 2 ART. 5 FDS FOR COMPUTER ASSOCIATES 2ND QTR
5 1000 U.S. DOLLARS 6-MOS MAR-31-1996 APR-01-1995 SEP-30-1995 1 77694 130200 968704 0 68183 1244781 438288 0 4674310 1477903 1246600 0 0 0 1015714 4674310 1026908 1389768 0 2279127 0 0 18850 (889359) (340728) (548631) 0 0 0 (548631) (2.28) (2.28)
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