8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 15, 2004

Commission File Number: 1-11008

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	33-0499007
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
200 Carillon Parkway, St. Petersburg, Florida	33716-2325
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (727) 579-5000

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 12. Disclosure of Results of Operations and Financial Condition
SIGNATURES
Exhibit Index
Ex-99.1: Press Release

Item 7. Financial Statements and Exhibits

     (c) Exhibit 99.1 – Press Release

Item 12. Disclosure of Results of Operations and Financial Condition

     The following disclosure is being furnished pursuant to Item 12, Disclosure of Results of Operations and Financial Condition, of Form 8-K. On July 15, 2004, Catalina Marketing Corporation issued a press release announcing that the company has filed its Annual Report on Form 10-K for the year ended March 31, 2004 with the Securities and Exchange Commission. The press release is attached hereto as Exhibit 99.1 and is being furnished, and not filed or incorporated by reference into any other statement or report of the Company, under Item 12 to this Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused the undersigned to sign this report on the registrant’s behalf.

July 16, 2004	CATALINA MARKETING CORPORATION
	(Registrant)
	/s/ Christopher W. Wolf
	Christopher W. Wolf
	Executive Vice President and Chief Financial Officer
	(Authorized officer of Registrant and principal financial officer)

Exhibit Index

Exhibit Number	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

	NEWS
INVESTOR CONTACT:	FOR IMMEDIATE RELEASE

Christopher W. Wolf
Executive Vice President and Chief Financial Officer
(727) 579-5218

Joanne Freiberger
Vice President, Finance
(727) 579-5116

MEDIA CONTACT:
Susan Gear
Executive Director, Marketing
(727) 579-5452

     CATALINA MARKETING REPORTS FINANCIAL RESULTS FOR FISCAL 2004

     Annual Report on Form 10-K Filed Today with SEC

ST. PETERSBURG, Fla., July 15, 2004 – Catalina Marketing Corporation (NYSE: POS) today reported that the company has filed its Annual Report on Form 10-K for the year ended March 31, 2004 with the Securities and Exchange Commission (SEC). Investors are urged to review the 2004 Form 10-K for a detailed discussion of the financial results and business status descriptions.

For the twelve-month period ended March 31, 2004, revenues were $473.0 million compared with revenues of $470.7 million reported for the comparable prior year period. The company incurred a net loss of $19.3 million, or $0.37 per diluted share, for fiscal 2004 compared to net income of $55.1 million, or $1.00 per diluted share, for fiscal 2003. Cash flows from operating activities were $138.1 million and $118.5 million for the years ended March 31, 2004 and 2003, respectively. On a pro forma non-GAAP basis (to exclude the results of businesses being planned for disposition, as described further below) revenues increased 6.5% to $408.6 million during the year ended March 31, 2004 from $383.8 million in fiscal year 2003. Pro forma non-GAAP net income was $62.1 million for the twelve months ended March 31, 2004, a 17.7% increase over $52.8 million of net income from the comparable prior year period.

The reporting of fiscal year 2004 had been delayed because of the time and resources required to complete and file the company’s Annual Report on Form 10-K for fiscal year 2003, which included the restated financial statements for fiscal years 2002 and 2001. This filing was made on May 17, 2004. The company reiterated that the timing of the filing of the 2004 annual report on Form 10-K did not have an impact on its credit facilities and that it is currently in compliance with all related financial covenants.

“We are very pleased to have completed this process,” said L. Dick Buell, chief executive officer. “Today’s filing marks a significant milestone for Catalina Marketing, in that we have addressed the financial reporting and restatement issues that have faced the company for the past 13 months and can focus solely on building our core businesses.”

Pro Forma Non-GAAP Adjustments

The pro forma non-GAAP financial information herein includes the results of the company’s on-going business operations and, accordingly, excludes the financial results of the business units designated to be divested by the company including Direct Marketing Services (DMS), Japan Billboard and Catalina Marketing Research Solutions (CMRS). It should be noted that the company recognized impairment charges in fiscal 2004 with respect to each of these businesses and that the pro forma non-GAAP financial information does not reflect such impairment charges.

During the third quarter of fiscal year 2004, the company announced its intent to divest DMS, Japan Billboard and CMRS. These businesses were deemed not to be strategically aligned with Catalina’s current core competencies. The company tested the goodwill related to these operations for possible impairment in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” As a result of this testing, the company recorded impairment charges related to goodwill in the amount of $81.5 million on the consolidated income statement for fiscal year 2004. The impairment charges consisted of $29.8 million related to DMS, $30.5 million related to Japan Billboard and $21.2 million related to CMRS.

In addition to the $81.5 million of goodwill impairment charges described above, the company recognized an impairment charge on its billboard assets in Japan. The increased regulatory limitations on tobacco advertising on billboards in Japan resulted in a charge of $4.1 million related to the impairment of long-lived assets pursuant to SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

Additional information related to how these impairment charges were derived is available in Management’s Discussion and Analysis and the company’s consolidated financial statements contained in the fiscal year 2004 Annual Report on Form 10-K.

Webcast Scheduled

The company also announced that it will host a webcast on Monday, July 19, 2004, at 10:00 a.m. EDT to discuss its financial results as filed in its fiscal year 2004 Annual Report on Form 10-K. The webcast may be accessed at http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=POS&script=1010&item_id=918706, and will be available for replay from Monday, July 19, 2004, through Monday, August 16, 2004.

Catalina Marketing Corporation
Selected Financial Data
(in thousands, except per share amounts)

	Twelve Months					Twelve Months
Periods Ended March 31	2004			2004		2003		2003
	GAAP			Pro-Forma		GAAP		Pro-Forma
Revenues	$	472,950		$	408,632	$	470,709	$	383,848
Direct Operating Expenses		186,207			139,783		208,381		147,077
Selling, General and Administrative		140,815			123,095		125,449		107,958
Impairment Charges		85,565			—		1,225		—
Depreciation and Amortization		47,637			44,938		43,268		40,682
Income from Operations		12,726			100,816		92,386		88,131
Other (Income) Expense		793			538		3,135		2,862
Provision for Income Taxes		30,436			38,198		34,153		32,517
Net Income (Loss) Before Accounting Change		(18,503	)		62,080		55,098		52,752
Cumulative Effect of Acctg Change		(770	)		—		—		—
Net Income (Loss) After Acctg Change	$	(19,273	)	$	62,080	$	55,098	$	52,752
Diluted:
Earnings Per Share	$	(0.37	)	$	1.19	$	1.00	$	0.96
Weighted Average Shares Outstanding		52,304			52,304		54,885		54,885
Basic:
Earnings Per Share	$	(0.37	)	$	1.19	$	1.01	$	0.97
Weighted Average Shares Outstanding		52,304			52,304		54,474		54,474

Selected Other Data

	March 31
	2004		2003
Balance Sheet and Cash Flow (in thousands):
Cash	$	72,704	$	1,715
Stockholders’ Equity	$	184,662	$	215,995
Cash Flows from Operating Activities	$	138,133	$	118,503
U.S. Core Domestic Business:
Number of Stores at Quarter End		17,604		17,498
Net Stores Installed During Quarter / YTD		22/106		165/1,010
Promotions Printed During Quarter / YTD (in millions)		878/3,118		922/3,334
Weekly Shopper Reach at Quarter End (in millions)		209		203
International Business:
Number of Stores at Quarter End		5,545		4,069
Net Stores Installed During Quarter / YTD		287/1,476		271/731
Promotions Printed During Quarter / YTD (in millions)		230/757		156/455
Weekly Shopper Reach at Quarter End (in millions)		65		47

Catalina Marketing Corporation
Reconciliation of GAAP to Pro forma Non-GAAP Net Income (1)
(in thousands, except per share amounts)

				Adjustments to
				reconcile from
				GAAP to
				Non-GAAP			Non-GAAP
Twelve Months Ended March 31, 2004	GAAP			Pro forma			Pro forma
Revenues	$	472,950		$	64,318		$	408,632
Direct Operating Expenses		186,207			46,424			139,783
Selling, General and Administrative		140,815			17,720			123,095
Impairment Charges		85,565			85,565			—
Depreciation and Amortization		47,637			2,699			44,938
Income from Operations		12,726			(88,090	)		100,816
Other (Income) Expense		793			255			538
Provision for Income Taxes		30,436			(7,762	)		38,198
Net Income (Loss) Before Accounting Change		(18,503	)		(80,583	)		62,080
Cumulative Effect of Acctg Change		(770	)		(770	)		—
Net Income (Loss) After Acctg Change	$	(19,273	)	$	(81,353	)	$	62,080
Earnings per Share, Diluted (52,304 shares)	$	(0.37	)	$	(1.56	)	$	1.19
Earnings per Share, Basic (52,304 shares)	$	(0.37	)	$	(1.56	)	$	1.19

(1) The non-GAAP pro forma net income results are a supplement to the financial data based on accounting principals generally accepted in the United States of America (GAAP). These non-GAAP pro forma results reflect adjustments primarily to exclude from operating results the financial statement information for business units that have been identified for divestiture or disposal and as such are not viewed by the company as part of the ongoing business. The company believes this presentation provides useful information to investors because it assists investors in better understanding the company’s operations for the full fiscal year. It should be emphasized, however, that these measurements are not a substitution for GAAP-based financial statements.

Catalina Marketing Corporation
Reconciliation of GAAP to Pro forma Non-GAAP Net Income (1)
(in thousands, except per share amounts)

			Adjustments to
			reconcile from
			GAAP to
			Non-GAAP		Non-GAAP
	GAAP		Pro forma		Pro forma
Period Ended March 31, 2003
Revenues	$	470,709	$	86,861	$	383,848
Direct Operating Expenses		208,381		61,304		147,077
Selling, General and Administrative		125,449		17,491		107,958
Impairment Charges		1,225		1,225		—
Depreciation and Amortization		43,268		2,586		40,682
Income from Operations		92,386		4,255		88,131
Other (Income) Expense		3,135		273		2,862
Provision for Income Taxes		34,153		1,636		32,517
Net Income (Loss) Before Accounting Change		55,098		2,346		52,752
Cumulative Effect of Acctg Change		—		—		—
Net Income (Loss) After Acctg Change	$	55,098	$	2,346	$	52,752
Earnings per Share, Diluted (54,885 shares)	$	1.00	$	0.04	$	0.96
Earnings per Share, Basic (54,474 shares)	$	1.01	$	0.04	$	0.97

(1) The non-GAAP pro forma net income results are a supplement to the financial data based on accounting principles generally accepted in the United States of America (GAAP). These non-GAAP pro forma results reflect adjustments primarily to exclude from operating results the financial statement information for business units that have been identified for divestiture or disposal and as such are not viewed by the company as part of the ongoing business. The company believes this presentation provides useful information to investors because it assists investors in better understanding the company’s operations for the full fiscal year. It should be emphasized, however, that these measurements are not a substitution for GAAP-based financial statements.

Based in St. Petersburg, FL, Catalina Marketing Corporation (www.catalinamarketing.com) was founded 20 years ago based on the premise that targeting communications based on actual purchase behavior would generate more effective consumer response. Today, Catalina Marketing combines unparalleled insight into consumer behavior with dynamic consumer access. This combination of insight and access provides marketers with the ability to execute behavior-based marketing programs, ensuring that the right consumer receives the right message at exactly the right time. Catalina Marketing offers an array of behavior-based promotional messaging, loyalty programs and direct-to-patient information. Personally identifiable data that may be collected from the company’s targeted marketing programs, as well as its research programs, are never sold or given to any outside party without the express permission of the consumer.

Certain statements in the preceding paragraphs are forward looking, and actual results may differ materially. Statements not based on historic facts involve risks and uncertainties, including, but not limited to, the changing market for promotional activities, especially as it relates to policies and programs of packaged goods and pharmaceutical manufacturers and retailers, government and regulatory statutes, rules, regulations and policies, the effect of economic and competitive conditions and seasonal variations, actual promotional activities and programs with the company’s customers, the pace of installation of the company’s store network, the success of new services and businesses and the pace of their implementation, the company’s ability to maintain favorable client relationships, the timing of the completion of the company’s future SEC filings, the outcome and impact of an ongoing SEC investigation into certain of the company’s prior fiscal years, and the outcome and impact of the pending shareholder class action and derivative lawsuits.

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