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 [NO FEE REQUIRED]
For the Fiscal Year ended March 30, 2000
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 1-9247
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
(Full title of the Plan)
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, NY 11749
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
<PAGE>
ITEM 1. Financial Statements and Exhibits.
(a) The financial statements filed herewith consist of the
following:
Report of Independent Auditors F-1
Statement of Assets Available for Benefits
as of March 30, 2000 and 1999 F-2
Statement of Changes in Assets Available for
Benefits for the Year Ended March 30, 2000 F-3
Notes to Financial Statements F-4
Schedule of Assets Held for Investment Purposes
at end of year; March 30, 2000 F-10
(b) The exhibit filed in connection with this Annual Report
is as follows:
Exhibit Number Document
-------------- --------------
Exhibit 23 Consent of KPMG LLP
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 25, 2000 By: /s/ Ira Zar
----------------------
Ira Zar
Member, Plan Committee
<PAGE>
COMPUTER ASSOCIATES SAVINGS
HARVEST PLAN
Financial Statements and Schedule
March 30, 2000 and 1999
(With Independent Auditors' Report Thereon)
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
<TABLE>
<CAPTION>
Table of Contents
Page
<S> <C>
Independent Auditors' Report 1
Financial Statements
Statements of Assets Available for Benefits
as of March 30, 2000 and 1999 2
Statement of Changes in Assets Available for
Benefits for the year ended March 30, 2000 3
Notes to Financial Statements 4
Schedule
Schedule of Assets Held for Investment
Purposes at End of Year 10
</TABLE>
<PAGE>
Independent Auditors' Report
Computer Associates Savings Harvest Plan Committee
Computer Associates Savings Harvest Plan:
We have audited the accompanying statements of assets available for benefits of
Computer Associates Savings Harvest Plan (the Plan) as of March 30, 2000 and
1999, and the related statement of changes in assets available for benefits for
the year ended March 30, 2000. 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 audit.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 assets available for benefits of the Plan as of March
30, 2000 and 1999, and the changes in assets available for benefits for the year
ended March 30, 2000, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at end of year is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG LLP
September 20, 2000
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
Statements of Assets Available for Benefits
March 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Assets:
Investments, at fair value $782,084,805 $501,558,559
Investments, at contract value 9,665,420 -
Participant loans receivable 10,671,012 9,052,206
------------ ------------
Total investments 802,421,237 510,610,765
Employer contributions receivable 25,012,800 19,647,269
Receivable from other plan - 4,138,499
------------ ------------
Total assets 827,434,037 534,396,533
------------ ------------
Assets available for benefits $827,434,037 $534,396,533
============ ============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
Statement of Changes in Assets Available for Benefits
Year ended March 30, 2000
<TABLE>
<CAPTION>
<S> <C>
Additions:
Contributions:
Employer's $ 30,283,713
Participants' 47,965,059
Interest and dividend income 27,126,298
Net realized and unrealized appreciation
in fair value of investments 172,520,463
Transfers from other plans 97,181,901
------------
Total additions 375,077,434
Deductions:
Benefit payments 81,896,967
Administrative expenses 142,963
------------
Total deductions 82,039,930
------------
Net increase 293,037,504
Assets available for benefits at beginning of year 534,396,533
------------
Assets available for benefits at end of year $827,434,037
============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000
(1) Description of the Plan
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 complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all eligible salaried
employees. Employees are eligible to participate in the Plan with respect
to employee contributions as of the first of the month following date of
hire. Eligibility with respect to employer matching and discretionary
contributions occurs 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, as amended (ERISA).
The Plan is administered by the Computer Associates Savings Harvest Plan
Committee (Plan Committee) which consists of senior management of the
Company. The trustee of the Plan is Fidelity Investments.
As a result of acquisitions by the Company, the assets of the Computer
Management Sciences Inc. Profit Sharing 401(k) Plan, Platinum Technology
Inc. 401(k) Savings Plan, Innovative Designs Employee Savings Plan and the
Memco Software Inc. 401(k) Plan were transferred into the Plan during the
plan year ended March 30, 2000. The assets of LDA Systems, Inc. Retirement
Savings Plan were partially transferred into the Plan during the Plan year
ended March 30, 1999 with the remaining assets being transferred into the
Plan in May 1999.
(b) 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 participant's account
based upon the percentage investment of the account balance to the total
fund balances. Forfeited balances of terminated participant's nonvested
accounts may be used to reduce future Company contributions and fund Plan
expenses.
(c) Contributions
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 in a quarter.
To comply with the applicable Internal Revenue Code (IRC) provision,
pre-tax contributions elected by any participant may not exceed $10,500 and
$10,000 for the calendar years ended December 31, 2000 and 1999,
respectively. Participants may also contribute on an after-tax basis.
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000
For eligible participants, the Company makes a matching contribution to the
Plan on behalf of each participant equal to 50% of such participant's
contribution up to a maximum of 2.5% of the participant's base compensation
(contributions are subject to certain IRC limitations). The total matching
contribution for the year ended March 30, 2000 was $9,578,586 of which
$4,307,673 was funded from Plan forfeitures.
In addition to its matching contribution, the Company may contribute to the
Plan on behalf of eligible participants, a discretionary contribution in an
amount that the Board of Directors of the Company may, in its sole
discretion, determine. The discretionary contribution for the year ended
March 30, 2000 was $25,012,800, which was paid in the form of 438,340
shares of common stock of the Company. The discretionary contribution is
allocated to each eligible participant who is an employee of the Company on
March 30th, generally in 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 was
allocated directly to the Computer Associates Stock Fund into each
participant's account.
(d) Vesting
The matching and discretionary contributions made by the Company vest as
follows:
<TABLE>
<CAPTION>
Percent After years
vested of service
------- -----------
<S> <C>
0% Less than 3
20% 3
40% 4
60% 5
80% 6
100% 7
</TABLE>
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.
(e) Investment Options
The assets of the Plan are invested by Fidelity Investments in nine
separate funds:
Fidelity Retirement Money Market Portfolio - invests in high-quality,
short-term, U.S. dollar denominated money market securities of domestic and
foreign issues.
Fidelity Intermediate Bond Fund - invests in U.S. dollar denominated
investment-grade bonds of medium and high quality.
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000
Fidelity Puritan Fund - invests in approximately 60% of its assets in
stocks and other equity securities and the remainder in bonds and other
debt securities, including lower quality debt securities.
Fidelity Growth and Income Portfolio - invests a majority of its assets in
common stocks, and may potentially invest in bonds, including lower quality
debt securities.
Fidelity Spartan U.S. Equity Index - invests at least 80% of its assets in
common stocks included in the Standard and Poor's 500 index.
Fidelity Magellan Fund - invests primarily in common stocks of domestic and
foreign issuers.
Fidelity Diversified International Fund - invests at least 65% of its
assets in foreign securities, primarily in common stock.
Computer Associates Stock Fund - invests in the common stock of the Company
and temporarily in short-term liquid investments such as interest-bearing
cash.
Platinum Stable Value Fund - consists of units in the Fidelity Retirement
Money Market Portfolio and a group annuity contract with Pacific Mutual
Life Company.
Participants may direct future contributions or transfer their current
investment balances between funds on a daily basis.
(f) 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 Committee.
(g) Participant Loans Receivable
Any participant may take a loan from his/her account once certain
provisions of the Plan have been 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 or her beneficiaries may be entitled. Interest
rates on loans are fixed based on the prevailing market rate when the
application for the loan is submitted. The prevailing rate at March 30,
2000 was 9%. All loans are being repaid in equal semimonthly installments
and extend from periods of one to five years. Certain loans that were
transferred from other plans had terms in excess of five years as they were
for purchases of principal residences. Loans outstanding as of March 30,
2000 bore interest ranging from 7.5% - 10.5% and terms from one to twenty
years. Participant loan fees are borne by the participant and amounted to
$30,465 for the plan year ended March 30, 2000.
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000
(h) Administrative Expenses
To the extent that the costs of record keeping and administration of the
funds are not covered by plan forfeitures, they are borne by the Company.
Such costs for plan year ended March 30, 2000 were $112,498 and were
covered by Plan forfeitures.
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Investments is the trustee as defined by the Plan;
therefore, these transactions qualify as party-in-interest transactions.
Fees paid by the Plan for the investment management services amounted to
$97,546 for the year ended March 30, 2000.
(i) 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. In the event of
termination of the Plan, participants will become 100% vested in their
accounts.
(2) Summary of Significant Accounting Policies
The accompanying financial statements of the Plan have been prepared in
accordance with generally accepted accounting principles. The more
significant accounting policies followed by the Plan are as follows:
(a) Basis of Presentation
The accompanying financial statements have been prepared on an accrual
method of accounting.
(b) Investments Valuation and Income Recognition
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 during the plan year ended March 30, 2000. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs is not presented in the Plan's March 30, 2000
financial statements. The Plan's March 30, 1999 financial statements have
been reclassified to conform with the current year's presentation.
Investments in Fidelity funds and the Computer Associates Stock Fund are
stated at fair value based upon quoted prices in published sources.
Participant loans receivable are valued at face value. The difference
between cost at which they are stated and fair market value is immaterial.
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000
As a result of the merger with Platinum Technology Inc. (described in note
1(a)), the Plan added the Platinum Stable Value Fund investment option
effective November 1, 1999. No new contributions may be added to the fund.
However, transfers out of the fund and participant withdrawals as defined
by the Plan are allowed. At March 30, 2000, the fund as reported on the
accompanying financial statements consists of $4,877,631 of the Fidelity
Retirement Money Market Account and a group annuity contract recorded at
its contract value at March 30, 2000 of $4,787,789, as it is fully benefit
responsive. The fair value of the contract at March 30, 2000 is $4,640,495.
The crediting interest rates for the period from November 1, 1999 to March
30, 2000 ranged from 5.41% to 5.43%. The average yield during that same
period was 5.42%.
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 change in the difference between the
fair value and the cost of investments for each year.
Purchases and sales are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividend income is recorded on the
ex-dividend date.
(c) Payments of Benefits
Benefits to participants or their beneficiaries are recorded when paid.
(d) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
(3) Investments
The following individual investments exceeded 5% of the Plan's assets
available for benefits at March 30, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Fidelity Retirement Money Market
Portfolio $ 74,023,807 $ 46,016,737
Fidelity Puritan Fund 50,334,627 49,324,144
Fidelity Growth and Income Portfolio 80,252,576 60,932,810
Fidelity Spartan U.S. Equity Index Fund 65,936,392 49,087,484
Fidelity Magellan Fund 150,096,995 61,002,611
Computer Associates Stock Fund 308,719,437 210,607,377
</TABLE>
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000
(4) Income Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated June 12, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended
since receiving the determination letter. However, the Plan administrator
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
(5) Subsequent Event (Unaudited)
As of the Plan year end, the Computer Associates Stock Fund consisted of
3,756,625 units valued at $82.18. As of September 20, 2000, the unit price
of the Computer Associates Stock Fund was $37.87. Therefore, as of
September 20, 2000, net assets available for such benefits decreased by
approximately $166,500,000 from the value at March 30, 2000.
<PAGE>
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
Schedule of Assets Held for Investment Purposes at End of Year
March 30, 2000
<TABLE>
<CAPTION>
Identity of issuer, Description of investment including
borrower, lessor or maturity date, rate of interest, collateral, Current
similar party par, or maturity value value
-------------------- -------------------------------------------- ------------
<S> <C> <C>
*Fidelity Investments Fidelity Retirement Money Market Portfolio,
91,023,807 units $ 74,023,807
*Fidelity Investments Fidelity Intermediate Bond Fund, 2,171,343 units 21,170,595
*Fidelity Investments Fidelity Puritan Fund, 2,667,442 units 50,334,627
*Fidelity Investments Fidelity Growth and Income Portfolio, 1,696,313 units 80,252,576
*Fidelity Investments Fidelity Spartan U.S. Equity Index Fund 1,241,272 units 65,936,392
*Fidelity Investments Fidelity Magellan Fund, 1,047,798 units 150,096,995
*Fidelity Investments Fidelity Diversified International Fund, 1,228,119 units 31,550,376
*Computer Associates Computer Associates Stock Fund, 3,756,625 units 308,719,437
International, Inc.
*Pacific Mutual Life Platinum Stable Value Fund, 9,665,420 units 9,665,420
Insurance Company
*Plan participants Loans to participants with interest rates ranging
from 7.5% to 10.5% and terms from
1 year to 20 years 10,671,012
------------
Total $802,421,237
============
</TABLE>
