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
<PAGE>
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
<CAPTION>
INDEX
PART I. Financial Information: Page No.
<S> <C>
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
</TABLE>
<PAGE>
<TABLE>
Item 1:
Part I. FINANCIAL INFORMATION
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
<CAPTION>
September 30, March 31,
1995 1995
------------- ---------
(Unaudited)
<S> <C> <C>
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
========== ==========
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<CAPTION>
For the Three Months
Ended September 30,
--------------------
1995 1994
---- ----
<S> <C> <C>
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*
<FN>
*Adjusted for three-for-two stock split declared August 9, 1995.
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<CAPTION>
For the Six Months
Ended September 30,
-------------------
1995 1994
---- ----
<S> <C> <C>
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*
<FN>
*Adjusted for three-for-two stock split declared August 9, 1995.
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
(In thousands)
For the Six Months
Ended September 30,
-------------------
1995 1994
<S> <C> <C>
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
======== =======
</TABLE>
<PAGE>
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.
<PAGE>
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.
<PAGE>
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:
<TABLE>
(In thousands, except per share amounts)
<CAPTION>
For the Six Months For the Three Months
Ended September 30, Ended September 30,
------------------- ------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
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
</TABLE>
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:
<TABLE>
(In thousands, except per share amounts)
<CAPTION>
For the Six Months For the Three Months
Ended September 30, Ended September 30,
------------------ -------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
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
</TABLE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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:
<TABLE>
<CAPTION>
Affirmative Authority
Name Votes Withheld
<S> <C> <C>
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
</TABLE>
(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
<PAGE>
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
<PAGE>
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)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 77694
<SECURITIES> 130200
<RECEIVABLES> 968704
<ALLOWANCES> 0
<INVENTORY> 68183
<CURRENT-ASSETS> 1244781
<PP&E> 438288
<DEPRECIATION> 0
<TOTAL-ASSETS> 4674310
<CURRENT-LIABILITIES> 1477903
<BONDS> 1246600
0
0
<COMMON> 0
<OTHER-SE> 1015714
<TOTAL-LIABILITY-AND-EQUITY> 4674310
<SALES> 1026908
<TOTAL-REVENUES> 1389768
<CGS> 0
<TOTAL-COSTS> 2279127
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18850
<INCOME-PRETAX> (889359)
<INCOME-TAX> (340728)
<INCOME-CONTINUING> (548631)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (548631)
<EPS-PRIMARY> (2.28)
<EPS-DILUTED> (2.28)
</TABLE>
