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
December 21, 2000
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Date of Report: (Date of earliest event reported)
Computer Associates International, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9247 13-2857434
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State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Computer Associates Plaza, Islandia, New York 11749
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 342-5224
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 9. Regulation FD Disclosure.
In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended.
On December 21, 2000, Computer Associates International, Inc. ("CA") made
available on its web page (www.ca.com/invest) additional supporting information
related to historical data originally released on October 25, 2000. At that
time, CA provided certain pro-forma pro-rata revenue and operating earnings per
share amounts as part of the data provided to analyze the recently announced new
business model. CA's auditors, KPMG LLP, have issued an attestation report on
the pro-forma statement of operations for fiscal year 2000.
The quarterly amounts of the previously disclosed full year revenue of
$5.256 billion and operating earnings per share of $1.31 for the year ended
March 31, 2000 under the previously defined pro-forma pro-rata methodology was
as follows:
<TABLE>
<CAPTION>
Revenue (in millions) Operating EPS
--------------------- -------------
<S> <C> <C>
Q1 ended June 1999 $1,240 $0.30
Q2 ended September 1999 $1,294 $0.34
Q3 ended December 1999 $1,332 $0.32
Q4 ended March 2000 $1,390 $0.34
</TABLE>
Please refer to previously disclosed information including the Form 10Q
filed November 14 , 2000, the Form 8-K filed on October 25, 2000 and the
earnings press release dated October 24, 2000.
Statements herein concerning Computer Associates future prospects are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. There can be no assurances that future results will be achieved, and
actual results could differ materially from forecasts and estimates. Important
factors that could cause actual results to differ materially include: the
significant percentage of CA's quarterly sales consummated in the last few days
of the quarter making financial predictions especially difficult and raising a
substantial risk of variance in actual results; changes in industry accounting
guidance; the risks associated with changes in the company's business model; the
risks associated with changes in the way in which the company accounts for
license revenue; the difficulties of compiling pro forma financial information,
given acquisitions over time; instability resulting from changes to the
company's business model; the emergence of new competitive initiatives resulting
from rapid technological advances or changes in pricing in the market; the risks
associated with new product introductions as well as the uncertainty of customer
acceptance of these new or enhanced products from either CA or its competition;
risks associated with the entry into new markets such as professional services;
the risks associated with integrating newly acquired businesses and
technologies; increasing dependency on large dollar licensing transactions;
delays in product delivery; reliance on mainframe capacity growth; the ability
to recruit and retain qualified personnel; business conditions in the
distributed systems and mainframe software and hardware markets; uncertainty and
volatility associated with Internet and eBusiness related activities; use of
software patent rights to attempt to limit competition; fluctuations in foreign
currency exchange rates and interest rates; the volatility of the international
marketplace; uncertainties relative to global economic conditions; and other
risks described in filings with the Securities and Exchange Commission.
<PAGE>
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.
Dated: December 21, 2000 By: /s/ Ira Zar
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Ira Zar
Executive Vice President and Chief
Financial Officer
