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Module 3 – Investigation Work Plan | Christina Worley/1-28-24
Module 3 – Investigation Work Plan
Case Number: 2002-CA3690
Investigator Assigned: Peter Sarkowski, Senior Investigator, Sarkowski Corporate Investigations, LLC
Janice Brown, Senior Investigator, Sarkowski Corporate Investigations, LLC
Date Plan Submitted: November 1, 2002
Date Plan Approved: November 5, 2002
Approved by: Christina Worley, Audit Committee Chair
Anthony Costello, Associate General Counsel, Office of Legal Counsel, Computer Associates
Description of Allegation(s):
In February 2002, the federal government began an investigation into the accounting practices of Computer Associates, which led the company’s stock to drop 17% to $20.91. By September 2002, The New York Times
printed an article that further questioned Computer Associates’ accounting practices, along with their net income distributions. In May 2002, the Securities and Exchange Commission and the Justice Department began investigating the accounting practices of Computer Associates. Based on the details of the investigation by the SEC and the Justice Department, the current Computer Associates’ CEO has requested an internal fact investigation to determine if the
allegations of accounting fraud are accurate.
Module 3 – Investigation Work Plan | Christina Worley/1-28-24
The SEC alleges “that from 1998 to 2000, Computer Associates routinely kept its books open to record revenue from contracts executed after the quarter ended in order to meet Wall Street quarterly earnings estimates” (SEC, 2004). One of the accounting practices in question was to extend or “reroll” a client’s software license and maintenance agreements for as much as ten years. Most of the fees from the extended agreement were filed as new license revenue instead of maintenance. This “reroll” accounting was part of a new business model that was touted by then CEO, Sanjay Kumar (Berenson, 2001, pg. 2). The SEC allegations indicate that Computer Associates prematurely reported $3.3 billion in revenue from 363 software contracts, which violates the Generally Accepted Accounting Practices (GAAP), “which state that revenues
should not be counted until both parties have properly signed a contract” (Knowledge at Wharton, 2004, para. 7). The SEC has also made allegations that Mr. Kumar, Mr. Richards, and Mr. Woghin “held Computer Associates’ books open for several days after the end of each quarter to improperly record in that quarter revenue from contracts that were not executed by customers or Computer Associates until several days or more after the expiration of the quarter” (SEC, 2004, para. 6).
Subject(s):
Charles B. Wang, Chairman and Founder
Sanjay Kumar, Chief Executive Officer
Stephen Richard, Head of Sales
Steven Woghin, General Counsel
Current and previous Computer Associates’ employees
Module 3 – Investigation Work Plan | Christina Worley/1-28-24
Other Non-Company Subject(s):
I.B.M.
Ernst & Young, Auditing firm for Computer Associates until 1999
KPMG, Current Auditing firm for Computer Associates
Potential Code of Conduct and Other Policy Violations:
Potential violation of Generally Accepted Accounting Practices (GAAP)
Potential violation of Computer Associates’ Code of Ethics
Potential violations of multiple sections of Securities Act of 1933
Issues to be Addressed by the Investigation:
Describe the current accounting practices of Computer Associates.
When did the alleged conduct occur and is it still occurring?
Are these allegations policy violations or criminal matters?
Who was involved and complicit in the alleged accounting fraud?
If accounting fraud is corroborated, what did the participants in the fraud scheme gain?
What other employees engaged in the alleged accounting fraud? Were they complicit or unknowing participants?
Who are the potential victims in the alleged accounting fraud scheme?
The SEC has alleged that Computer Associates prematurely recognized over $3 billion in revenue. If the investigation determines there was accounting fraud, the monetary impact needs to be verified.
Legal Contact: Marcy Anderson, Associate General Counsel, Office of Legal Counsel, Computer Associates
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