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Annual Meeting of Shareholders

(August 25, 2004)

The annual meeting of Computer Associates' shareholders was held at 10:00AM on August 25, 2004, ending at 11:52AM shortly before the scheduled noon conclusion.  A live webcast record of the meeting has been stored by the company and can be accessed from its web site through these links:

The company's press release of the event is copied below.  The meeting was also widely reported in the news media, including the following:


CA Sees FY2005 as the Year to Move Ahead
Shareholders at Annual Meeting Defeat Stockholder Proposal and Elect All Nominated Directors

ISLANDIA, N.Y., Aug. 25 /PRNewswire-FirstCall/ -- Computer Associates International, Inc. (NYSE: CA) Chairman Lewis S. Ranieri today told shareholders at the company's annual meeting of stockholders that CA is a company poised to seize the tremendous opportunities in the software industry.

"CA is leading the field in one of the hottest and fastest growing market segments today -- management software," said Ranieri. "Outperforming applications in new license revenue, management software is growing at 19 percent a year -- and could well be a $45 billion market by 2007. With our number one position in enterprise security, operations management and asset management, CA is clearly setting the pace."

"We have a strategy for growth, the leadership to guide the company forward and the technology, products and people to make it happen. This is a company poised for the future."

In commenting on the ongoing government investigation, Ranieri said, "This has been a challenging time for CA's Board, as it has been for everyone at the company. I want to make it clear that the actions that occurred during the period under investigation were wrong. The individuals responsible are no longer with the company."

Ranieri added, "We are taking aggressive steps to ensure that these unacceptable practices will never again occur at CA. We are working with the government to resolve all outstanding issues and are reviewing compensation paid to certain officers in prior years. While I cannot say exactly when this chapter in CA's history will be over, I can assure you that the members of CA's Board of Directors and Management Team are working with the government and doing everything we can to reach closure. In the meantime, CA is moving ahead."

Chief Executive Officer Kenneth Cron outlined the company's four key growth strategies: internal product development, geographic expansion, new ways to market CA software and acquisitions.

"CA offers our customers something no other software company can: The ability to leverage the investments they've already made in IT and cut through the complexity that makes IT inefficient. We enable our customers to optimize their IT investment, thereby lowering the cost of IT ownership while at the same time minimizing their risk, by selling complete, integrated and open software suites."

Chief Operating Officer Jeff Clarke outlined the changes underway at CA to help the company better execute towards these customer needs over the long term.

"Enhancing and strengthening our financial controls and accounting practices; seeking out efficiencies and cost savings; and investing in key growth drivers are critical components of CA's strategy for success. We intend to execute on each one of these priorities to ensure that CA realizes its full potential and that we create the kind of returns you -- our investors -- should expect from us," Clarke said.

Cron added, "Our customers, employees and investors can see that the company is already moving ahead. We appreciate your support, and are committed to building shareholder value. I couldn't be more enthusiastic about our future."

At the meeting, shareholders:


  • Defeated a stockholder proposal, dealing with recouping executive compensation;
  • Elected Laura S. Unger as a first-time director and re-elected all eight directors standing for re-election: Russell M. Artzt; Kenneth D. Cron; Alfonse M. D'Amato; Gary J. Fernandes; Robert E. La Blanc; Jay W. Lorsch; Lewis S. Ranieri; and Walter P. Schuetze; and
  • Ratified the appointment of KPMG LLP as CA's registered public accountant for the fiscal year ending March 31, 2005.


About CA

Computer Associates International, Inc. (NYSE: CA), the world's largest management software company, delivers software and services across operations, security, storage, life cycle and service management to optimize the performance, reliability and efficiency of enterprise IT environments. Founded in 1976, CA is headquartered in Islandia, N.Y., and operates in more than 100 countries. For more information, please visit

In addition to the historical information presented, certain statements in this release may constitute "forward-looking statements" that involve risks and uncertainties. Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include: risks and instability associated with changes in the Company's business model; the outcome of pending or any future governmental inquiries; risks associated with changes in the way in which the Company accounts for license revenue; the difficulty of making financial projections; the emergence of new competitive initiatives resulting from rapid technological advances or changes in pricing in the market; market acceptance of new products and services and continued acceptance of existing products and services; risks associated with the entry into new markets; the effects of war or acts of terrorism; dependency on large licensing transactions; risks associated with the recent loss and ongoing replacement of key personnel; the risk that our filings with the SEC, including our 10-K, may not be made in a timely manner; the effect of actions taken by credit rating agencies; delays in product delivery; reliance on mainframe capacity growth; 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; adverse results of litigation; 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 our filings with the Securities and Exchange Commission, which are available at CA assumes no obligation to update the information in this press release, except as otherwise required by law.

All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

SOURCE Computer Associates International, Inc.

CONTACT: Shannon Lapierre, Public Relations,
+1-631-342-3839,, or
Jeanne Glass, Investor Relations,
both of Computer Associates International, Inc.


"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Computer Associates International's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.




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