8-K

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

Date of Report: October 17, 2005
(Date of earliest event reported)

Computer Associates International, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-9247
(Commission File Number) 13-2857434
(IRS Employer Identification No.)

One Computer Associates Plaza
Islandia, New York
(Address of Principal Executive Offices)
11749
(Zip Code)

(631) 342-6000
(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99.1: ADDITIONAL FINANCIAL INFORMATION REFLECTING THE 2005 RESTATEMENT

Item 2.02. Results of Operations and Financial Condition.

In light of the Company’s filing of its Amended 2005 Annual Report on Form 10-K/A today as described in Item 4.02 below, the Company intends to post certain supplemental information on its website later today. The supplemental information, when posted, can be found at www.ca.com/invest. This information has also been furnished as Exhibit 99.1 to this Current Report.

Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Computer Associates International, Inc. (the “Company”) today amended its Annual Report on Form 10-K for the fiscal year ended March 31, 2005 (the “Original Form 10-K”) by filing with the SEC an Amended Annual Report on Form 10-K/A (the “Amended Form 10-K/A”). The Amended Form 10-K/A contains audited consolidated financial statements for the 2005, 2004 and 2003 fiscal years, the quarterly periods included in the 2005 and 2004 fiscal years and selected financial data for the 2005 through 2001 fiscal years. These financial statements and other financial information have been restated to:

(1) Reflect the application of the fair-value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). As previously disclosed, the Company has elected to adopt the modified retrospective application of SFAS 123(R), effective April 1, 2005, and the financial amounts for the periods presented in the Amended Form 10-K/A have been restated to reflect results as if the fair value method of expensing had been applied from the original effective date of SFAS 123, “Accounting for Stock-Based Compensation”, which occurred in fiscal year 1996. The net effect of the modified retrospective adoption of SFAS 123(R) is to reduce net income for fiscal year 2005 and to increase net loss for the 2004 and 2003 fiscal years as previously reported in the Original Form 10-K by approximately $34 million, $72 million and $99 million, respectively. The previously reported results of operations for the first quarter of the current fiscal year already reflect the modified retrospective adoption of SFAS 123(R).

(2) Correct the Company’s accounting treatment of subscription revenue relating to certain customer contracts that were initially entered into prior to October 2000 and later renewed. As a result of the Company’s review of its revenue recognition policies, the Company determined that there was an accounting error in that the revenue recorded on renewals of certain prior business model license agreements, when superseded by subscription based license agreements prior to the expiration of such prior business model license agreements, was not always recognized on a straight-line basis over the life of the new subscription based license agreements. The cumulative impact of this correction has the effect of increasing the March 31, 2002 balance of retained earnings, a component of stockholders’ equity, by $10 million. The effects of this correction increased total revenue by $30 million, $21 million and $15 million in fiscal years 2005, 2004 and 2003, respectively; and decreased the loss from continuing operations by $19 million, $13 million and $9 million in fiscal years 2005, 2004 and 2003, respectively, before giving effect to the application of SFAS 123(R) described in item (1) above. This correction has no impact on cash flows provided by continuing operating activities. This correction does not have a material impact on the previously reported results of operations for the first quarter of the current fiscal year.

In light of the error described in item (2) above, the Company concluded on October 17, 2005 that the financial statements for the 2005, 2004 and 2003 fiscal years, the quarterly periods in the 2005 and 2004 fiscal years and the selected financial data for the fiscal years 2005 through 2002, contained in the Original Form 10-K, should no longer be relied upon. Accordingly, the Company has filed with the SEC the Amended Form 10-K/A containing restated financial information for these periods.

The Company does not intend to restate the financial statements for the first quarter of the 2006 fiscal year contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the “Form 10-Q”) as they are not materially affected by the correction described above and already reflect the application of SFAS 123(R). However, the financial statements for the first quarter of the 2005 fiscal year, which are also contained in the Form 10-Q for comparison purposes, have been restated in the Amended Form 10-K/A, though not in the Form 10-Q. Accordingly, the information in the Form 10-Q should be considered in light of the information in the Amended Form 10-K/A.

The Company’s Audit and Compliance Committee has discussed these matters with the Company’s independent accountants. For more information about these matters please see the Amended Form 10-K/A which was filed with the SEC today.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1 Additional Financial Information Reflecting the 2005 Restatement

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.
Date: October 18, 2005	By:	/s/ Kenneth V. Handal
		Kenneth V. Handal
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Computer Associates International, Inc.

Condensed Statements of Operations

				FY2004(1)													FY2005(1)
(unaudited, $mm, except per share data)	FY2003(1)			Q104			Q204			Q304		Q404		FY2004			Q105		Q205			Q305		Q405			FY2005
	(Restated)			(Restated)			(Restated)			(Restated)		(Restated)		(Restated)			(Restated)		(Restated)			(Restated)		(Restated)			(Restated)
Revenue
Subscription Revenue		1,578			481			508			541		571		2,101			604		621			650		669			2,544
Maintenance		648			142			133			127		118		520			112		108			112		109			441
Software Fees & Other		364			71			80			90		90		331			66		56			74		58			254
Financing Fees		219			39			36			31		28		134			24		21			17		15			77
Professional Services		248			59			55			59		61		234			55		59			64		66			244
Total Revenue		3,057			792			812			848		868		3,320			861		865			917		917			3,560
Amort. of Capitalized Software Costs		465			116			117			116		114		463			112		111			112		112			447
Cost of Professional Services		242			56			53			55		60		224			56		54			57		62			229
SG&A		1,384			339			333			317		311		1,300			311		342			352		341			1,346
Product Development & Enhancements		688			173			175			172		173		693			174		178			172		180			704
Commissions and Royalties		243			52			55			75		85		267			66		69			91		113			339
Depreciation/Intangible Amortization		140			33			34			33		34		134			32		32			33		33			130
Interest Expense, net		169			31			29			29		28		117			26		24			29		27			106
Other Losses/(Gains)/Charges, net		94			4			20			22		6		52			3		—			6		(14	)		(5	)
Goodwill Impairment		80			—			—			—		—		—			—		—			—		—			—
Restructuring Charge		—			—			—			—		—		—			—		28			—		—			28
Shareholder Litigation and Gov’t Inv Settlements		—			—			150			8		10		168			5		211			18		—			234
Total Expenses		3,505			804			966			827		821		3,418			785		1,049			870		854			3,558
Pre-tax (Loss) Profit		(448	)		(12	)		(154	)		21		47		(98	)		76		(184	)		47		63			2
Income Tax (Benefit) Expense		(108	)		0			(49	)		13		19		(17	)		29		(88	)		16		47			4
(Loss) Income From Continuing Operations		(340	)		(12	)		(105	)		8		28		(81	)		47		(96	)		31		16			(2	)
Income (Loss) From Discontinued Operations(2)		3			0			0			1		60		61			0		(2	)		0		0			(2	)
Net (Loss) Income		(337	)		(12	)		(105	)		9		88		(20	)		47		(98	)		31		16			(4	)
Diluted GAAP (LPS) EPS
(Loss) Income from Continuing Operations		(.60	)		(.02	)		(.18	)		.02		.05		(.14	)		.08		(.17	)		.05		.03			(.01	)
Impact from Discontinued Operations		.01			.00			.00			.00		.09		.11			.00		(.00	)		.00		.00			(.00	)
Net (Loss) Income		(.59	)		(.02	)		(.18	)		.02		.14		(.03	)		.08		(.17	)		.05		.03			(.01	)
# of Shares Used		575			578			579			585		610		580			612		587			594		591			588

(1)	FY2003, FY2004 & FY2005 have been restated to reflect the modified retrospective adoption of SFAS 123(R) and other corrections relating to recognition of revenue as disclosed in Note 12b of the Company’s Form 10-K/A filing for the fiscal year ended March 31, 2005.
(2)	Inclusive of realized gain on sale of Accpac subsidiary in FY2004, net of taxes. FY2005 includes an adjustment on the FY2004 gain on sale of Accpac subsidiary.
*	Items may not foot due to rounding.

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Computer Associates International, Inc.

Reconciliation of GAAP Results from Continuing Operations to Operating Results

				FY2004(1)													FY2005(1)
(unaudited, $mm, except per share data)	FY2003(1)			Q104			Q204			Q304		Q404		FY2004			Q105		Q205			Q305		Q405		FY2005
	(Restated)			(Restated)			(Restated)			(Restated)		(Restated)		(Restated)			(Restated)		(Restated)			(Restated)		(Restated)		(Restated)
Total Revenue		3,057			792			812			848		868		3,320			861		865			917		917		3,560
Total Expenses		3,505			804			966			827		821		3,418			785		1,049			870		854		3,558
Pre-tax (Loss) Profit		(448	)		(12	)		(154	)		21		47		(98	)		76		(184	)		47		63		2
Non-GAAP Adjustments:
Purchased Software Amortization		430			106			107			107		103		423			102		101			102		101		406
Intangibles Amortization		39			10			10			9		10		39			10		10			10		10		40
Restructuring Charge		—			—			—			—		—		—			—		28			—		—		28
Concord IPR&D		—			—			—			—		—		—			—		—			—		—		—
Goodwill impairment		80			—			—			—		—		—			—		—			—		—		—
Government Investigation Charge		—			—			—			—		10		10			—		218			—		—		218
Shareholder Litigation		—			—			150			8		—		158			5		(7	)		18		—		16
Total Non-GAAP Adjustments		549			116			267			124		123		630			117		350			130		111		708
Operating Income Before Interest Adj. & Taxes		101			104			113			145		170		532			193		166			177		174		710
Interest on Dilutive Convert. Bonds		2			2			2			2		2		8			10		10			11		10		41
Operating Income Before Taxes		103			106			115			147		172		540			203		176			188		184		751
Income Tax Provision(2)		68			44			47			60		60		211			75		39			69		55		238
Net Operating Income From Continuing Operations(2)(3)		35			62			68			87		112		329			128		137			119		129		513
Non-GAAP Diluted Operating EPS(2)(3)		0.06			0.10			0.11			0.14		0.18		0.54			0.20		0.21			0.18		0.20		0.80
# of Shares Used(3)		582			601			608			608		610		614			639		640			644		637		640

(1)	FY2003, FY2004 & FY2005 have been restated to reflect the modified retrospective adoption of SFAS 123(R) and corrections relating to recognition of revenue as disclosed in Note 12b to the Company’s Form 10-K/A filing for the fiscal year ended March 31, 2005.
(2)	The second quarter and fiscal year ended March 31, 2005 include a $26.4 million or $.04 per share one-time tax benefit resulting from a recent IRS decision impacting Foreign Sales Corporations.
(3)	Net operating income and the number of shares used in the computation of diluted operating EPS for each of the periods presented above have been adjusted to reflect the dilutive impact of the Company’s 1.625 percent Convertible Senior Notes. The number of shares for the fiscal year ended March 31, 2005 also includes the dilutive impact of the Company’s 5 percent Convertible Senior Notes.
*	Items may not foot due to rounding.

Non-GAAP net income and earnings per share exclude non-cash amortization of acquired technology, the FY04 Shareholder Litigation Settlement charge, the Government Investigation charge, restructuring charges, the cost/benefit associated with the tax repatriation act, IPR&D and the associated tax effects of these items. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding non-cash acquisition related charges, the FY04 Shareholder Litigation Settlement charge and the Government Investigation charge, these non-GAAP financial measures facilitate management’s internal comparisons to the Company’s historical operating results, comparisons to competitors’ operating results, and to estimates made by securities analysts. Management uses these non-GAAP financial measures internally to evaluate its performance and is a key variable in determining management compensation. We believe these non-GAAP financial measures are useful to investors in allowing for greater transparency to supplemental information used by management in its financial and operational decision-making.

In addition, we have historically reported similar non-GAAP financial measures to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.

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Computer Associates International, Inc.

Selected Financial Data — Condensed Balance Sheets ⁽¹⁾

	FY03			FY2004												FY2005
($mm, except ratios)	Q403(2)			Q104			Q204			Q304			Q404(2)			Q105			Q205			Q305			Q405(2)
	(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)
Cash and Marketable Securities	$	1,496		$	859		$	976		$	1,352		$	1,902		$	2,170		$	2,252		$	3,325		$	3,125
Net Amounts Expected to be Collected — Current		2,961			2,723			2,685			3,004			2,913			2,534			2,621			2,876			2,979
Less: Deferred Revenue		(1,845	)		(1,719	)		(1,703	)		(1,850	)		(1,896	)		(1,693	)		(1,849	)		(2,098	)		(2,305	)
Trade and Installment A/R — Current, net		1,116			1,004			982			1,154			1,017			841			772			778			674
Deferred Income Taxes		301			253			196			287			316			348			435			226			79
Other Current Assets		117			92			82			65			108			91			76			70			102
Federal & State Income Taxes Receivable		—			—			—			—			96			96			—			245			55
Assets of Discontinued Operation		66			64			54			59			—			—			—			—			—
Total Current Assets		3,096			2,272			2,290			2,917			3,439			3,546			3,535			4,644			4,035
Net Amounts Expected to be Collected — Non Current		2,932			2,837			2,675			2,424			2,159			2,215			2,269			2,203			2,404
Less: Deferred Revenue		(1,633	)		(1,642	)		(1,602	)		(1,445	)		(1,339	)		(1,463	)		(1,568	)		(1,522	)		(1,809	)
Installment A/R (Noncurrent), net		1,299			1,195			1,073			979			820			752			701			681			595
Property and Equipment, net		662			653			643			644			641			625			616			631			622
Purchased Software Products, net		1,416			1,324			1,239			1,133			1,045			943			882			818			726
Goodwill, net		4,400			4,401			4,403			4,402			4,366			4,366			4,364			4,599			4,544
Deferred Income Taxes		—			—			—			—			14			14			14			127			105
Other Noncurrent Assets, net		439			429			416			402			435			435			429			509			536
Total Assets	$	11,312		$	10,274		$	10,064		$	10,477		$	10,760		$	10,681		$	10,541		$	12,009		$	11,163
Loans Payable and Current Portion of Long-Term Debt		828			2			2			1			2			825			826			826			826
Deferred Subscription Revenue (Collected) — Current		923			935			842			974			1,210			1,188			1,060			1,204			1,407
Shareholder Litigation/Govt Investigation Settlement Liab.		10			—			—			—			113			119			329			153			153
Accounts Payable		203			242			356			392			177			192			160			193			177
Salaries, wages, and commissions		247			231			236			281			260			207			247			256			258
Accrued expenses and other current liabilities		378			339			356			327			324			285			305			315			323
Taxes payables, other than income taxes payable		124			78			76			122			123			69			72			128			119
Federal, state and foreign income taxes payable		294			147			144			242			256			367			280			414			342
Deferred Income Taxes		11			12			14			15			39			39			42			45			89
Liabilities of Discontinued Operation		65			64			54			59
Total Current Liabilities	$	3,083		$	2,050		$	2,080		$	2,413		$	2,504		$	3,291		$	3,321		$	3,534		$	3,694
Long-Term Debt, net of current portion		2,298			2,298			2,298			2,299			2,298			1,474			1,474			2,471			1,810
Deferred Income Taxes		930			1,003			872			819			528			543			510			481			121
Deferred Subscription Revenue (Collected) — Noncurrent		173			216			213			253			276			258			219			233			273
Deferred Maintenance Revenue		324			285			249			259			293			268			244			239			270
Other Noncurrent Liabilities		27			28			29			31			29			28			28			32			53
Stockholders’ Equity		4,477			4,394			4,323			4,403			4,832			4,819			4,745			5,019			4,942
Total Liabilities and Stockholders’ Equity	$	11,312		$	10,274		$	10,064		$	10,477		$	10,760		$	10,681		$	10,541		$	12,009		$	11,163

(1)	FY2003 through FY2005 have been restated to reflect the current restatement as disclosed in Note 12b to the Company’s Form 10-K/A filing for the fiscal year ended March 31, 2005.
(2)	Q4 2003, Q4 2004 & Q4 2005 have been restated to reflect the modified retrospective adoption of SFAS 123(R) .

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Computer Associates International, Inc.

Quarterly Condensed Statements of Cash Flows from Continuing Operations

				FY2004(1)															FY2005(1)
($mm)	FY2003(1)			Q104			Q204			Q304			Q404			FY2004			Q105			Q205			Q305			Q405			FY2005
	(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)
OPERATING ACTIVITIES:
Net (Loss) Income	$	(337	)	$	(12	)	$	(105	)	$	9		$	88		$	(20	)	$	47		$	(98	)	$	31		$	16		$	(4	)
Discontinued operations, net of tax		3			—			—			1			60			61			—			(2	)		—			—			(2	)
(Loss) Income From Continuing Operations		(340	)		(12	)		(105	)		8			28			(81	)		47			(96	)		31			16			(2	)
Adjustments to Reconcile (Loss) Income from Continuing
Operations to Net Cash Provided by Continuing Operating Activities:
Depreciation and Amortization		605			149			151			149			148			597			144			143			145			145			577
Provision for Deferred Income Taxes		(501	)		(35	)		(75	)		(139	)		(43	)		(292	)		(115	)		(124	)		23			20			(196	)
Non-Cash Compensation Expense Related to Stock and Pension Plans		153			30			29			26			35			120			16			20			26			42			104
Concord IPR&D		—			—			—			—			4			4			—			—			—			—			—
Impairment Charges		80			—			—			—			—			—						—			—			—			—
Decrease in Noncurrent Installment A/R, net		643			101			122			84			157			464			72			47			2			89			210
Increase (Decrease) in Deferred Subscription Revenue (collected) — Noncurrent		(47	)		39			(4	)		33			24			92			(16	)		(41	)		5			44			(8	)
Increase (Decrease) in Deferred Maintenance Revenue		(126	)		(46	)		(37	)		4			24			(55	)		(23	)		(25	)		(13	)		34			(27	)
Decrease in Trade & Current Installment A/R, net		650			177			57			(76	)		194			352			177			111			99			102			489
Government Investigation Settlement		—			—			—			—			10			10			—			218			(75	)		—			143
Shareholder Litigation Settlement		—			—			—			158			—			158			—			—			—			—			—
Increase in Deferred Subscription Revenue (collected) — Current		164			(31	)		(127	)		65			199			106			(45	)		(164	)		62			201			54
Other		29			(203	)		172			27			(192	)		(196	)		15			63			60			45			183
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,310			169			183			339			588			1,279			272			152			365			738			1,527
INVESTING ACTIVITIES:
Acquisitions, primarily goodwill, purchased software, and other intangibles assets, net of cash acquired		(19	)		(13	)		(22	)		(1	)		(16	)		(52	)		—			(40	)		(418	)		(11	)		(469	)
Settlements of Purchase Accounting Liabilities		(49	)		(5	)		(6	)		(4	)		(4	)		(19	)		(5	)		(2	)		(9	)		(5	)		(21	)
Purchases of Property and Equipment		(24	)		(6	)		(9	)		(4	)		(11	)		(30	)		(9	)		(12	)		(21	)		(27	)		(69	)
Proceeds from Divestiture of Assets		20			18			—			—			3			21			14			—			—			—			14
Sales/Purchases of Marketable Securities, net		(8	)		(1	)		(3	)		(8	)		7			(5	)		(10	)		3			19			(128	)		(116	)
Proceeds from sale of Accpac					—			—			—			90			90			—			—			—			—			—
Restricted Stock		—			—			—			—			(56	)		(56	)		—			1			(3	)		(7	)		(9	)
Capitalized development cost		(40	)		(10	)		(10	)		(11	)		(13	)		(44	)		(15	)		(16	)		(16	)		(23	)		(70	)
NET CASH USED IN INVESTING ACTIVITIES		(120	)		(17	)		(50	)		(28	)		—			(95	)		(25	)		(66	)		(448	)		(201	)		(740	)
FINANCING ACTIVITIES:
Debt (repayments) borrowings, net		(730	)		(826	)		—			—			—			(826	)		(1	)		1			997			(1	)		996
Dividends Paid		(46	)		—			(23	)		—			(24	)		(47	)		—			(23	)		—			(24	)		(47	)
Debt issuance costs		—			—			—			—			—			—			—			—			(12	)		—			(12	)
Exercises of Common Stock Options and Other		(26	)		9			3			15			51			78			40			9			32			18			99
Purchases of Treasury Stock		(106	)		(4	)		(2	)		(1	)		(49	)		(56	)		(11	)		—			—			(823	)		(834	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(908	)		(821	)		(22	)		14			(22	)		(851	)		28			(13	)		1,017			(830	)		202
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE
EFFECT OF EXCHANGE RATE CHANGES ON CASH:
Effect of exchange rate changes on cash		51			27			6			43			(21	)		55			(9	)		10			78			(32	)		47
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		333			(642	)		117			368			545			388			266			83			1,012			(325	)		1,036
CASH AND CASH EQUIVALENTS — BEGINNING OF PERIOD		1,072			1,405			763			880			1,248			1,405			1,793			2,059			2,142			3,154			1,793
CASH AND CASH EQUIVALENTS — END OF PERIOD		1,405		$	763		$	880		$	1,248		$	1,793			1,793		$	2,059		$	2,142		$	3,154		$	2,829		$	2,829
Additional Metrics:
Free Cash Flow (CFFO less Capex)		1,286			163			174			335			577			1,249			263			140			344			711			1,458
GAAP LTM Cash Flows from Operations		1,310															1,279			1,382			1,351			1,377			1,527			1,527

(1) FY2003, FY2004 & FY2005 have been restated to reflect the modified retrospective adoption of SFAS 123(R). The restatement and corrections relating to recognition of revenue as disclosed in the Company’s Form 10-K/A filing for the fiscal year ended March 31, 2005 have no impact on cash provided by operating activities.

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