Computer Associates Announces Preliminary Results of Board Inquiry

ISLANDIA, N.Y. -- Sanjay Kumar, Chairman and CEO of Computer Associates International, Inc. announced actions taken in response to preliminary results of an independent inquiry being conducted by the Audit Committee of CA's Board of Directors. As previously reported, the company has been responding to a joint investigation by the United States Attorney's Office for the Eastern District of New York and the Northeast Regional Office of the Securities and Exchange Commission. The investigation concerns accounting practices that were in place prior to CA's adoption of its New Business Model in October 2000. The new model recognizes revenue monthly and ratably over the life of a software license agreement and replaced an up-front revenue recognition system. Recently, the company responded to government subpoenas that primarily related to the timing of revenue recognition in the fiscal year ending March 31, 2000. In responding to the investigation, the board authorized the Audit Committee, chaired by outside director and former SEC Chief Accountant Walter P. Schuetze, to conduct an independent investigation into the timing of revenue recognition by CA. Schuetze said: "The Audit Committee's investigation is continuing, but we have determined that CA recognized certain revenue prematurely in the fiscal year ending March 31, 2000. The committee found that a number of software contracts in that fiscal year appear to have been signed after the end of the quarter in which revenues associated with such contracts had been recognized. Those revenues should have been recognized in the quarter in which the contract was signed. "At the same time," he continued, "the committee has found no evidence to suggest that the revenues and cash flows associated with these contracts were not genuine. The contracts were valid, products were delivered and cash was received. The committee is confident in the company's New Business Model and believes the company's current accounting and financial reporting are sound." Following the committee's report and at its recommendation, Kumar asked for and received the resignations of those who oversaw sales accounting during the relevant time. Accordingly, Ira Zar, chief financial officer; Lloyd Silverstein, senior vice president, finance; and David Rivard, vice president, finance, have tendered their resignations to the company. Kumar said that an external search for a new CFO will be launched immediately. In the interim, Douglas Robinson, senior vice president, finance, will serve in that role. Robinson joined the company in 1989. Prior to joining CA, he served as chief financial officer at Cullinet Software, Inc. The company has informed government investigators of the Audit Committee's preliminary findings. The Audit Committee's continuing review will include an examination of whether correction of prior period financial statements is required under generally accepted accounting principles. "Good corporate governance requires a strong, independent Board of Directors," Kumar said. "That is why building such a board was the first and most important step we took in reforming our governance practices over the past few years. Their leadership and decisive action concerning this inquiry speaks to their commitment to safeguarding the interests of shareholders." Preliminary Financial Results Kumar also announced that the company expected to achieve results for the quarter ended September 30, 2003 that will be in line with previous guidance. As previously disclosed, the company will announce its full second quarter fiscal year 2004 financial results after the market closes on October 22, 2003. "The advances we have made in strengthening corporate governance have been complemented by the steady and encouraging progress we have made in satisfying customers by delivering industry-leading products and services," Kumar said. "And industry leadership is the single most important goal that CA people around the world are determined to achieve."