UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-10308 CUC International Inc. (Exact name of registrant as specified in its charter) Delaware 06-0918165 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 707 Summer Street Stamford, Connecticut 06901 (Address of principal executive offices) (Zip Code) (203) 324-9261 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value - 396,648,457 shares as of November 30, 1996 INDEX CUC INTERNATIONAL INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - October 31, 1996 and January 31, 1996. 3 Condensed Consolidated Statements of Income - Three months ended October 31, 1996 and 1995. 4 Condensed Consolidated Statements of Income - Nine months ended October 31, 1996 and 1995. 5 Condensed Consolidated Statements of Cash Flows - Nine months ended October 31, 1996 and 1995. 6 Notes to Condensed Consolidated Financial Statements. 7 Independent Accountants' Review Report. 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings 20 Item 2. Changes in Securities 20 Item 6. Exhibits and Reports on Form 8-K 21 SIGNATURES 24 INDEX TO EXHIBITS 25 PART I. FINANCIAL INFORMATION CUC INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) October 31, January 31, 1996 1996 (Unaudited) Assets Current Assets Cash and cash equivalents $368,325 $333,036 Marketable securities 98,313 97,164 Receivables, net of allowances 537,714 463,492 Prepaid membership materials 49,447 39,061 Prepaid expenses, deferred income taxes and other 193,282 158,523 Total Current Assets 1,247,081 1,091,276 Membership solicitations in process 70,149 60,713 Deferred membership acquisition costs 393,181 404,655 Contract renewal rights and intangible assets - net of accumulated amortization of $120,552 and $100,578 355,530 332,806 Properties, at cost, less accumulated depreciation of $128,183 and $105,235 142,865 113,353 Deferred income taxes and other 53,301 65,393 $2,262,107 $2,068,196 Liabilities and Shareholders' Equity Current Liabilities Accounts payable and accrued expenses $348,935 $296,048 Federal and state income taxes payable 29,389 35,957 Total Current Liabilities 378,324 332,005 Deferred membership income 673,761 682,823 Convertible debt - net of unamortized original issue discount of $518 and $586 23,457 23,389 Zero coupon convertible notes - net of unamortized original issue discount of $588 14,410 Other 12,156 13,046 Contingencies (Note 5) Shareholders' Equity Common stock-par value $.01 per share; authorized 600 million shares; issued 402,636,666 shares and 385,576,801 shares 4,026 3,856 Additional paid-in capital 593,430 429,856 Retained earnings 667,163 601,472 Treasury stock, at cost, 6,136,757 shares and 5,115,947 shares (56,618) (30,998) Other (33,592) (1,663) Total Shareholders' Equity 1,174,409 1,002,523 $2,262,107 $2,068,196 See notes to condensed consolidated financial statements. CUC INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts) Three Months Ended October 31, 1996 1995 REVENUES Membership and service fees $503,592 $420,685 Software 98,611 71,871 Total Revenues 602,203 492,556 EXPENSES Operating 181,113 148,786 Marketing 226,347 187,341 General and administrative 81,691 70,264 Costs related to Ideon products abandoned and restructuring 16,439 Merger, integration, restructuring and litigation charges associated with business combinations 147,200 Interest income, net (2,319) (2,263) Total Expenses 634,032 420,567 INCOME (LOSS) BEFORE INCOME TAXES (31,829) 71,989 (Benefit from) provision for income taxes (13,820) 28,590 NET INCOME (LOSS) ($18,009) $43,399 Net Income (Loss) Per Common Share ($0.04) $0.11 Weighted Average Number of Common and Dilutive Common Equivalent Shares Outstanding 407,032 395,369 See notes to condensed consolidated financial statements. CUC INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts) Nine Months Ended October 31, 1996 1995 REVENUES Membership and service fees $1,445,330 $1,207,430 Software 228,096 181,833 Total Revenues 1,673,426 1,389,263 EXPENSES Operating 507,454 426,432 Marketing 641,052 537,311 General and administrative 225,967 203,496 Costs related to Ideon products abandoned and restructuring 97,591 Merger, integration, restructuring and litigation charges associated with business combinations 175,835 Interest income, net (6,394) (8,070) Total Expenses 1,543,914 1,256,760 INCOME BEFORE INCOME TAXES 129,512 132,503 Provision for income taxes 54,939 53,168 NET INCOME $74,573 $79,335 Net Income Per Common Share $0.19 $0.20 Weighted Average Number of Common and Dilutive Common Equivalent Shares Outstanding 401,854 391,290 See notes to condensed consolidated financial statements. CUC INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) OCTOBER 31, NINE MONTHS ENDED 1996 1995 OPERATING ACTIVITIES: Net income $74,573 $79,335 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Membership acquisition costs (467,325) (435,093) Amortization of membership acquisition costs 478,762 413,954 Deferred membership income (9,263) 16,872 Membership solicitations in process (9,436) (11,567) Amortization of contract renewal rights and excess cost 20,013 17,775 Deferred income taxes (41,056) (33,283) Loss on impairment of assets 4,317 Amortization of original issue discount on convertible notes 1,743 1,236 Amortization of restricted stock 1,137 Depreciation 28,463 17,890 Effect of change in amortization periods for Ideon membership acquisition costs 65,500 Net loss during change in fiscal year-ends (4,268) (49,944) Changes in working capital items, net of acquisitions: Increase in receivables (71,562) (101,755) Increase in prepaid membership materials (9,919) (12,527) Net decrease (increase) in prepaid expenses and other current assets 9,634 (17,159) Net increase (decrease) in accounts payable, accrued expenses and federal & state income taxes payable 101,193 (9,481) (Decrease) increase in product abandonment and related liabilities (10,841) 27,557 Other, net (9,169) (16,827) Net cash provided by (used in) operating activities 82,679 (43,200) INVESTING ACTIVITIES: Proceeds from matured marketable securities 108,071 186,375 Purchases of marketable securities (96,517) (141,986) Acquisitions, net of cash acquired (40,465) (24,890) Acquisitions of properties (55,425) (53,444) Net cash used in investing activities (84,336) (33,945) FINANCING ACTIVITIES: Issuance of Common Stock 41,879 29,292 Payments for purchase of treasury shares (9,711) Borrowings of long-term obligations, net (2,135) 6,349 Dividends paid (2,798) (5,783) Net cash provided by financing activities 36,946 20,147 Net increase (decrease) in cash and cash equivalents 35,289 (56,998) Cash and cash equivalents at beginning of period 333,036 281,019 Cash and cash equivalents at end of period $368,325 $224,021 See notes to condensed consolidated financial statements. CUC INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 -- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of CUC International Inc. (the "Company"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 31, 1996 are not necessarily indicative of the results that may be expected for the year ending January 31, 1997. For further information, refer to the supplemental consolidated financial statements and footnotes thereto included in the Company's Current Report on Form 8-K filed on September 17, 1996 and the Company's Form 10-K filing for the year ended January 31, 1996. The condensed consolidated financial statements at October 31, 1996 and for the three and nine months ended October 31, 1996 and 1995 are unaudited, but have been reviewed by independent accountants and their report is included herein. All periods presented reflect the Company's reclassifications of deferred membership acquisition costs (previously classified as an offset to deferred membership income) and membership solicitations in process (previously classified as a current asset) to noncurrent assets. NOTE 2 -- MERGERS AND ACQUISITIONS During July 1996 the Company acquired all of the outstanding capital stock of Davidson & Associates, Inc. ("Davidson") for a purchase price of approximately $1 billion, which was satisfied by the issuance of approximately 45.1 million shares of the Company's common stock, par value $.01 per share ("Common Stock"). Also during July 1996 the Company acquired all of the outstanding capital stock of Sierra On-Line, Inc. ("Sierra") for a purchase price of approximately $858 million, which was satisfied by the issuance of approximately 38.4 million shares of Common Stock. Davidson and Sierra develop, publish and distribute educational and entertainment software for home and school use. During August 1996 the Company acquired all of the outstanding capital stock of Ideon Group, Inc. ("Ideon"), principally a provider of credit card enhancement services, for a purchase price of approximately $393 million, which was satisfied by the issuance of approximately 16.6 million shares of Common Stock. The mergers with Davidson, Sierra and Ideon (the "Fiscal 1997 Pooled Entities") have been accounted for in accordance with the pooling-of-interests method of accounting and, accordingly, the accompanying interim consolidated financial statements have been retroactively adjusted as if the Fiscal 1997 Pooled Entities and the Company had operated as one since inception. The following represents revenues and net income of the Company and the Fiscal 1997 Pooled Entities for the nine months ended October 31, 1995 and the last complete interim period preceding each of such mergers (in thousands). Nine months Six months ended ended July October 31, 31, 1996 1995 Revenues: The Company $880,403 $1,037,016 Fiscal 1997 Pooled Entities 190,820 352,247 ---------- ---------- $1,071,223 $1,389,263 ========== ========== Net Income (Loss): The Company $83,558 $120,759 Fiscal 1997 Pooled Entities 9,024 (41,424) ------- ------- $92,582 $79,335 ======= ======= Davidson, Sierra and Ideon previously used the fiscal year-ends December 31, March 31 and December 31, respectively, for their financial reporting. To conform to the Company's January 31 fiscal year-end, Davidson's and Ideon's operating results for January 1996 have been excluded from the operating results for the nine months ended October 31, 1996. In addition, Sierra's operating results for February and March 1996 have been included in the operating results for the nine months ended October 31, 1996 and for the year ended January 31, 1996. The above-mentioned excluded and duplicated periods have been adjusted by a $4.3 million charge to retained earnings at October 31, 1996. CUC INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) NOTE 2 -- MERGERS AND ACQUISITIONS (continued) Effective January 1, 1995, Ideon changed its fiscal year end from October 31 to December 31 (the "Ideon Transition Period"). The Ideon Transition Period has been excluded from the Company's historical consolidated statements of income. Ideon's revenues and net loss for the Ideon Transition Period were $34.7 million and $(49.9) million, respectively. This excluded period has been reflected as a $49.9 million charge to retained earnings at January 31, 1996. The net loss for the Ideon Transition Period was principally the result of a $65.5 million one-time, non-cash, pretax charge recorded in connection with a change in accounting for deferred membership acquisition costs. In connection with the Davidson, Sierra and Ideon mergers with the Company, the Company charged approximately $147.2 million ($89.6 million or $.22 per common share after-tax effect) and approximately $175.8 million ($114.6 million or $.29 per common share after-tax effect) to operations as merger, integration, restructuring and litigation charges during the three and nine months ended October 31, 1996, respectively. Such costs in connection with the Davidson and Sierra mergers with the Company (approximately $48.6 million) are non-recurring and are comprised primarily of transaction costs, other professional fees and integration costs. Such costs associated with the Company's merger with Ideon (the "Ideon Merger") (approximately $127.2 million) are non-recurring and include integration and transaction costs as well as a provision relating to certain litigation matters (see Note 5) giving consideration to the Company's intended approach to these matters. Most of the provision is related to these outstanding litigation matters. In determining the amount of the provision, the Company estimated the cost of settling these litigation matters. In estimating such cost, the Company considered potential liabilities related to these matters and the estimated cost of prosecuting and defending them (including out-of- pocket costs, such as attorneys' fees, and the cost to the Company of having its management involved in numerous complex litigation matters). The Company is unable at this time to determine the estimated timing of the future cash outflows with respect to this liability. Although the Company has attempted to estimate the amounts that will be required to settle these litigation matters, there can be no assurance that the actual aggregate amount of such settlements will not exceed the amount accrued. Any payments related to these matters will reduce the amount of the provision. The Company does not expect any loss in revenue as a result of these integration and consolidation efforts. During August 1996, the Company acquired substantially all of the assets and liabilities of Kevlin Services, Incorporated ("Kevlin") and one other corporation affiliated with Kevlin for a purchase price of approximately $27 million, which was satisfied by the issuance of approximately 1.2 million shares of Common Stock. Kevlin provides membership-based consumer services to customers of financial institutions. During September 1996, the Company acquired all of the outstanding capital stock of Dine-A- Mate, Inc. ("Dine-A-Mate") for a purchase price of approximately $36 million, which was satisfied by the issuance of approximately 1.4 million shares of Common Stock. Dine-A-Mate offers discount dining and entertainment program memberships. These acquisitions were accounted for as poolings-of-interests; however, financial statements for periods prior to the dates of acquisition have not been restated due to immateriality. On October 11, 1996, the Company entered into an agreement to acquire all of the outstanding capital stock of Knowledge Adventure, Inc. ("KA"), which designs, develops and markets children's educational computer software. The consummation of the acquisition of KA is contingent upon the satisfaction of certain customary closing conditions, including the approval of the transaction by the shareholders of KA. The purchase price for this acquisition will be satisfied by the issuance of approximately 3.4 million shares of Common Stock, subject to certain adjustments. This transaction will be accounted for under the pooling-of-interests method and is expected to be completed during the fourth quarter of fiscal 1997. CUC INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) NOTE 3 -- SHAREHOLDERS' EQUITY On September 26, 1996, the Company's Board of Directors declared a three-for-two split of the Common Stock, in the nature of a stock dividend, effective October 21, 1996, payable to shareholders of record on October 7, 1996. Accordingly, the financial statements and all common share and per common share data have been retroactively adjusted to reflect the stock split. The par value of the additional shares of Common Stock issued in connection with the stock split was credited to Common Stock and charged to retained earnings. During the nine months ended October 31, 1996, $14.9 million principal of zero coupon convertible notes were converted into 3.4 million shares of Common Stock and the related unamortized original issue discount ($68,000) was charged against additional paid-in capital. The balance of the change in additional paid-in capital and treasury stock relates principally to acquisitions and stock option activity. The Company's fiscal 1990 recapitalization included establishment of a restricted stock plan designed to compensate and retain key employees of the Company. During July 1996, 1.4 million restricted shares of Common Stock were granted with a fair value on the date of grant of $30.5 million, which amount was deducted from shareholders' equity and is being amortized over the vesting period. Net income per share, assuming the conversions of the zero coupon convertible notes during the nine months ended October 31, 1996 occurred at the beginning of such period, would not differ significantly from the Company's actual earnings per share for such period. NOTE 4 -- SOFTWARE RESEARCH AND DEVELOPMENT COSTS AND COSTS OF SOFTWARE REVENUE Software research and development costs are included in operating expenses and aggregated $15.9 million and $13.7 million for the three months ended October 31, 1996 and 1995, respectively, and $46.1 million and $38.0 million for the nine months ended October 31, 1996 and 1995, respectively. Costs of software revenue are included in operating expenses and aggregated $24.0 million and $27.3 million for the three months ended October 31, 1996 and 1995, respectively, and $69.9 million and $75.2 million for the nine months ended October 31, 1996 and 1995, respectively. NOTE 5 -- CONTINGENCIES - IDEON At October 31, 1996, Ideon was defending or prosecuting claims in thirteen complex lawsuits, twelve of which involved Peter Halmos, former Chairman of the Board and Executive Management Consultant to SafeCard Services, Incorporated ("SafeCard"), a subsidiary of Ideon, and various parties related to him as adversaries. Peter Halmos is also a plaintiff in three other lawsuits, one against a former officer, one against a director of Ideon and one against SafeCard's outside counsel, in which neither SafeCard nor Ideon have been named as defendant. The thirteen cases in which Ideon or its subsidiaries is a party are as follows: A suit initiated by Peter Halmos, related entities, and Myron Cherry (a former lawyer for SafeCard) in April 1993 in Cook County Circuit Court in Illinois against SafeCard and one of Ideon's directors, purporting to state claims aggregating in excess of $100 million, principally relating to alleged rights to "incentive compensation," stock options or their equivalent, indemnification, wrongful termination and defamation. On February 7, 1995, the court dismissed with prejudice Peter Halmos' claims regarding alleged rights to "incentive compensation," stock options or their equivalent, wrongful termination and defamation. Mr. Halmos has appealed this ruling. SafeCard has filed an answer to the remaining indemnification claims. Its obligation to file an answer to the claims of Myron Cherry have been stayed pending settlement discussions. On December 28, 1995, the court stayed Halmos' indemnification claims pending resolution of a declatory judgment action filed by Ideon in Delaware Chancery Court. CUC INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) NOTE 5 -- CONTINGENCIES - IDEON (continued) A suit which seeks monetary damages and certain equitable relief filed by SafeCard in August 1993 in Laramie County Circuit Court in Wyoming against Peter Halmos and related entities alleging that Peter Halmos dominated and controlled SafeCard, breached his fiduciary duties to SafeCard, and misappropriated material non- public information to make $48 million in profits on sales of SafeCard stock. In March 1994, Mr. Halmos and related entities filed a counterclaim in which claims were made of conspiracy in restraint to trade, monopolization and attempted monopolization, unfair competition and restraint of trade, breach of contract for indemnity and intentional infliction of emotional distress. SafeCard's motion to sever the conspiracy, monopolization and restraint of trade claims was granted in May 1994. The claims for the conspiracy, monopolization, restraint of trade and unfair competition were dismissed without prejudice in June 1994. On April 12, 1995, the trial court granted the motion of Mr. Halmos and certain related entities to amend their counterclaims. The amended counterclaims include claims for indemnification for legal expenses incurred in the action and a claim that SafeCard's contract with CreditLine should be rescinded. On April 19, 1995, the trial court granted Mr. Halmos' motion for summary judgment that certain of SafeCard's claims against him were barred by the statute of limitation. On March 14, 1996, the Wyoming Supreme Court reversed the trial court's ruling that certain of SafeCard's claims were barred by the statute of limitations. Pursuant to the Court's order of July 31, 1996, the action has been abated to permit the parties to engage in settlement negotiations. A suit seeking monetary damages by Peter Halmos, purportedly in his name and in the name of CreditLine Corporation and Continuity Marketing Corporation against SafeCard, one of its officers and three of Ideon's directors in United States District Court in the Southern District of Florida, in September 1994 purporting to state various tort claims, state and federal antitrust claims and claims of copyright infringement. The claims principally relate to the allegation by Peter Halmos and his companies that SafeCard has taken action to prevent him from being a successful competitor. All discovery in the case has been stayed pending a ruling on a motion to dismiss filed by SafeCard, its officer and Ideon's directors. On August 16, 1995, the United States Magistrate Judge filed a Report and Recommendation that the case be dismissed. The parties have filed various briefs and memoranda in response to this Report. On January 4, 1996, the Magistrate recommended ruling that the statute of limitations was tolled during pendency of the case in federal court and the plaintiffs' state law claims were thus not time-barred. Defendants have filed an objection to this recommendation. A suit seeking monetary damages by Peter Halmos, as trustee for the Peter A. Halmos revocable trust dated January 24, 1990 and the Halmos Foundation, Inc. individually and certain other named parties on behalf of themselves and all others similarly situated against SafeCard, one of its officers, one of its former officers and three of Ideon's directors in the United States District Court for the Southern District of Florida in December 1994. This litigation involves claims by a putative class of sellers of SafeCard Stock for the period January 11, 1993 through December 8, 1994 for alleged violations of the federal and states securities laws in connection with alleged improprieties in SafeCard's investor relations program. The complaint also includes individual claims made by Peter Halmos in connection with the sale of stock by two trusts controlled by him. SafeCard and the individual defendants have filed a motion to dismiss. There has been limited discovery on class certification and identification of "John Doe" defendant issues. Ideon filed its opposition to the pending motion for class certification on December 11, 1995. Plaintiffs' reply was filed March 19, 1996. On December 10, 1996, the parties filed a joint status report on settlement negotiations requesting an order abating the action until January 24, 1997 to permit further settlement negotiations. A suit seeking monetary damages and injunctive relief by LifeFax, Inc. and Continuity Marketing Corporation, companies affiliated with Peter Halmos, in the State Circuit Court in Palm Beach County, Florida in April 1995 against Ideon, Family Protection Network, Inc., SafeCard, one of Ideon's directors and Ideon's Chief Executive Officer purporting to state various statutory and tort claims. The claims principally relate to the allegation by these companies that SafeCard's Early Warnings Service and Family Protection Network were conceived and commercialized by, among others, Peter Halmos and have been improperly copied. An amended complaint filed on June 14, 1995 seeking monetary damages adds to the prior claims certain claims by Nicholas Rubino that principally relate to the allegation that SafeCard's Pet Registration Product was conceived by Mr. Rubino and has been improperly copied. The Company has filed an appropriate answer. CUC INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) NOTE 5 -- CONTINGENCIES - IDEON (continued) A suit seeking monetary damages and declatory relief by Peter Halmos, individually and as trustee for the Peter A. Halmos revocable trust dated January 24, 1990 and by James B. Chambers, individually and on behalf of himself and all others similarly situated against Ideon, SafeCard, each of the members of Ideon's Board of Directors, three non-board member officers of Ideon, Ideon's previous outside auditor and one of Ideon's outside counsel in the United States District Court for the Southern District of Florida in June 1995. The litigation involves claims by a putative class of purchasers of Ideon stock between December 14, 1994 and May 25, 1995 and on behalf of a separate class of all record holders of SafeCard stock as of April 27, 1995. The putative class claims are for alleged violations of the federal securities laws, for alleged breach of fiduciary duty and alleged negligence in connection with certain matters voted on at the Annual Meeting of SafeCard stockholders held on April 27, 1995. Ideon and the individual defendants have filed a motion to dismiss these claims. There has been limited discovery on class certification issues. Ideon filed its opposition to the pending motion for class certification on December 11, 1995. Plaintiffs' reply was filed March 19, 1996. On December 5, 1996, plaintiffs filed a motion for leave to file an amended complaint to name additional parties (previously named as "John Does") and to add additional claims. On December 10, 1996, the parties filed a joint status report on settlement negotiations requesting an order abating the action until January 24, 1997 to permit further settlement negotiations. A purported shareholder derivative action initiated by Michael P. Pisano, on behalf of himself and other stockholders of SafeCard and Ideon against SafeCard, Ideon, two of their officers, and Ideon's directors in United States District Court, Southern District of Florida. This litigation involves claims that the officers and directors of SafeCard have improperly refused to accede Peter Halmos' litigation and indemnification demands against Ideon. Ideon and the individual defendants have filed motions to dismiss the first amended complaint. On September 29, 1995, Pisano filed a second amended complaint which made additional allegations of waste and mismanagement against Ideon's officers and directors in connection with the Family Protection Network and PGA Tour Partner products. On December 26, 1995, Ideon filed motions to dismiss the Second Amended Complaint. On June 4 and June 19, 1996, orders were entered dismissing plaintiff's claims with prejudice for failure to join an indispensable party, Peter Halmos. On June 27, 1996, plaintiff filed a notice of appeal. Plaintiff filed his initial brief on September 26, 1996. The Company filed its answer brief on November 1, 1996. Plaintiff's reply brief was filed on November 15, 1996. Oral argument has not yet been scheduled. A suit seeking monetary damages filed by Peter Halmos against SafeCard, one of its directors, its former general counsel, and its legal counsel in the Circuit Court, Fifteenth Judicial Circuit, in and for Palm Beach County, Florida on August 10, 1995. This litigation involves claims by Peter Halmos for breach of fiduciary duty and constructive fraud, fraud, and negligent misrepresentation and is based on allegations arising out of the resolution of a shareholder class action lawsuit in 1991 and SafeCard's subsequent filing of an action against Halmos and his related companies in Wyoming in 1993. Plaintiff filed an amended complaint on June 26, 1996. On July 11, 1996, Ideon moved to dismiss plaintiff's amended complaint or, in the alternative, to stay the action. A declatory judgment action by Ideon and its directors against Peter Halmos in Delaware Chancery Court, New Castle County. This action seeks a declaration regarding Ideon's advance indemnification obligations, if any, to Peter Halmos in connection with his many lawsuits. Halmos filed a motion to dismiss on jurisdictional grounds on November 17, 1995. Ideon filed a brief in opposition and an amended complaint on February 14, 1996. On April 22, 1996, Halmos filed an answer and amended counterclaims in which High Plains Capital Corporation ("High Plains") and Halmos Trading & Investment Company ("Halmos Trading") were added as additional parties. The amended counterclaims seek advancement and/or indemnification for Halmos, High Plains and Halmos Trading for certain litigations and an IRS investigation. The amended counterclaims also seek recovery against individual defendant directors based on allegations they willfully and unjustly denied Halmos indemnification and/or advancement. CUC INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) NOTE 5 -- CONTINGENCIES - IDEON (continued) A suit by High Plains against Ideon, SafeCard, two of its directors and The Dilenschneider Group, Inc. in Circuit Court in Palm Beach County, Florida. This litigation involves claims by High Plains for certain incentive compensation arising out of Halmos' affiliation with SafeCard. The complaint includes claims for breach of written agreements regarding additional services and expenses, an alternative claim for quantum meruit based on written agreement and a count for tortious interference with advantageous business relationship. Ideon filed a motion for final summary judgment. Discovery has been stayed pending a ruling on this motion. A suit filed by High Plains against Ideon and SafeCard in Circuit Court in Broward County, Florida. This litigation involves claims by High Plains for alleged breach of oral contract, alleged violation of Florida's Uniform Trade Secrets Act, alleged misappropriation of trade secrets and for declaration that certain alleged trade secrets are property of High Plains. Ideon filed motions to dismiss and to transfer on December 15, 1995. A suit by Peter Halmos, purportedly in the name of Halmos Trading, seeking monetary damages and specific performance against SafeCard, one of its former officers and one of Ideon's directors in Circuit Court in Broward County, Florida, making a variety of claims related to the contested lease of SafeCard's former Ft. Lauderdale headquarters. SafeCard had vacated the building, ceased making payments related to such lease and had filed counterclaims. On March 25, 1996, the parties entered into a Settlement Agreement under which Ideon made a payment of $3.8 million to settle all claims currently pending or previously brought in this lawsuit. A suit by Lois Hekker on behalf of herself and all others similarly situated seeking monetary damages against Ideon and its former Chief Executive Officer in the United States District Court for the Middle District of Florida on July 28, 1995. The litigation involves claims by a putative class of purchasers of Ideon stock for the period April 25, 1995 through May 25, 1995 for alleged violation of the federal securities laws in connection with statements made about Ideon's business and financial performance. Defendants filed a motion to dismiss on October 2, 1995. On January 3, 1996, the court stayed all merits discovery pending rulings on the motion to dismiss and on the plaintiff's motion for class certification. On August 19, 1996, the court denied the Company's motion to dismiss. The Company filed its answer and affirmative defenses on September 30, 1996. A suit by Frist Capital Partners, Thomas F. Frist III and Patricia F. Elcan against Ideon and two of its employees in the United States District Court for the Southern District of New York. The litigation involves claims against Ideon, its former CEO and its Vice President of Investor Relations for alleged material misrepresentations and omissions in connection with announcements relating to Ideon's expected earnings per share in 1995 and its new product sales, which included the PGA Tour Card Program, Family Protection Network and Collections of the Vatican Museums. The Company filed an answer on December 5, 1996. As discussed in Note 2, the Company established a provision upon completion of the Ideon Merger related primarily to these litigation matters. The Company is also involved in certain other claims and litigation arising from the ordinary course of business which are not considered material to the operations of the Company. Independent AccountantsO Review Report Shareholders and Board of Directors CUC International Inc. We have reviewed the accompanying condensed consolidated balance sheets of CUC International Inc. as of October 31, 1996, and the related condensed consolidated statements of income for the three- month and nine-month periods ended October 31, 1996 and 1995, and the condensed consolidated statements of cash flows for the nine- month periods ended October 31, 1996 and 1995. These financial statements are the responsibility of the CompanyOs management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We previously audited and reported on the consolidated balance sheet of CUC International Inc. as of January 31, 1996, prior to the restatement for the fiscal 1997 poolings of interest with Davidson & Associates, Inc. ("Davidson"), Sierra On-Line, Inc. ("Sierra") and Ideon Group, Inc. ("Ideon") described in Note 2 to the condensed consolidated financial statements. The balance sheets of Davidson, Sierra and Ideon included in the restated January 31, 1996 consolidated balance sheet were audited and reported on separately by other auditors. We have also audited, as to combination only, the consolidated balance sheet as of January 31, 1996, after restatement for the fiscal 1997 poolings of interests with Davidson, Sierra and Ideon; in our opinion, such consolidated balance sheet has been properly combined on the basis described in Note 2 to the condensed consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 31, 1996, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. ERNST & YOUNG LLP December 2, 1996 Stamford, Connecticut ITEM 2. CUC INTERNATIONAL INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months Ended October 31, 1996 vs. Three Months Ended October 31, 1995 The Company's overall membership base continues to grow at a rapid rate (from 53.2 million members at October 31, 1995 to 63.8 million members at October 31, 1996), which is the largest contributing factor to the 20% increase in membership revenues (from $420.7 million for the quarter ended October 31, 1995 to $503.6 million for the quarter ended October 31, 1996). While the overall membership base increased by approximately 1.5 million members during the quarter, the average annual fee collected for the Company's membership services increased by approximately 3% from the same period a year ago. The Company divides its memberships into three categories: individual, wholesale and discount program memberships. Individual memberships consist of members that pay directly for the services and the Company pays for the marketing costs to solicit the member, primarily using direct marketing techniques. Wholesale memberships include members that pay directly for the services to their sponsor and the Company does not pay for the marketing costs to solicit the members. Discount program memberships are generally marketed through a direct sales force, participating merchant or general advertising and the related fees are either paid directly by the member or the local retailer. All of these categories share various aspects of the Company's marketing and operating resources. Compared to the previous year's third quarter, individual, wholesale and discount program memberships grew by 6%, 28% and 52%, respectively, including members which came from acquisitions completed during fiscal 1996 (members resulting from acquisitions being "Acquired Members"). Wholesale memberships have grown in part due to the success of the Company's international business in Europe. Discount program memberships have incurred the largest increase from Acquired Members, principally from Advance Ross Corporation, acquired during the fourth quarter of fiscal 1996, which provides local discounts to consumers. For the quarter ended October 31, 1996, individual, wholesale and discount program memberships represented 68%, 13% and 19% of membership revenues, respectively. All membership data has been restated to reflect the acquisition of Ideon, however it has not been restated to reflect other Acquired Members. The Company maintains a flexible marketing plan so that it is not dependent on any one service for the future growth of the total membership base. Software revenues increased 37% from $71.9 million for the quarter ended October 31, 1995 to $98.6 million for the quarter ended October 31, 1996. Distribution revenue, which consists principally of third-party software and typically has low operating margins, remained constant at $11 million. The Company's software operations continue to focus on the growth of selling titles through retailers. Excluding distribution revenue, core software revenue grew by 44%. Contributing to the software revenue growth in fiscal 1997 is the availability of a larger number of titles as well as the significant increase in the installed base of CD-ROM personal computers. As the Company's membership services continue to mature, a greater percentage of the total individual membership base is in its renewal years. This results in increased profit margins for the Company due to the significant decrease in certain marketing costs incurred in renewing existing members. Improved response rates for new members also favorably impacted profit margins. As a result, operating income before interest, costs related to Ideon products abandoned and restructuring, merger, integration, restructuring and litigation charges associated with business combinations, and income taxes ("EBIT") increased from $86.2 million to $113.1 million, and EBIT margins improved from 17.5% to 18.8%. Individual membership usage continues to increase, which contributes to additional service fees and indirectly contributes to the Company's strong renewal rate. Historically, an increase in overall membership usage has had a favorable impact on renewal rates. The Company records its deferred revenue net of estimated cancellations which are anticipated in the Company's marketing programs. CUC INTERNATIONAL INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Three Months Ended October 31, 1996 vs. Three Months Ended October 31, 1995 (continued) Operating costs increased 22% (from $148.8 million to $181.1 million). The major components of the Company's membership operating costs continue to be personnel, telephone, computer processing and participant insurance premiums (the cost of obtaining insurance coverage for members). The major components of the Company's software operating costs are material costs, manufacturing labor and overhead, royalties paid to developers and affiliated label publishers and research and development costs related to designing, developing and testing new software products. The increase in overall operating costs is due principally to the variable nature of many of these costs and, therefore, the additional costs incurred to support the growth in the membership base and software sales. Historically, the Company has seen a direct correlation between providing a high level of service to its members and improved retention. Marketing costs remained constant as a percentage of revenue (38%). This is primarily due to maintained per member acquisition costs and an increase in renewing members. Membership acquisition costs incurred decreased by 3% (from $162.0 million to $156.9 million) primarily due to increased conversion rates in the Company's various membership marketing programs. Marketing costs include the amortization of membership acquisition costs and other marketing costs, which primarily consist of membership communications and sales expenses. Amortization of membership acquisition costs increased by 12% (from $141.6 million to $159.2 million). Other marketing costs increased by 47% (from $45.7 million to $67.1 million). These increases resulted primarily from the costs of servicing a larger membership base and expenses incurred when selling and marketing a larger number of software titles. The Company routinely reviews all renewal rates and has not seen any material change over the last year in the average renewal rate. Renewal rates are calculated by dividing the total number of renewing members not requesting a refund during their renewal year by the total members eligible for renewal. General and administrative costs remained constant as a percentage of revenue (14%). This is a result of the Company's ongoing ability to control overhead. Interest income, net, was $2.3 million for the three months ended October 31, 1996 and 1995. Included in costs related to Ideon products abandoned and restructuring for the three months ended October 31, 1995, are special charges totaling $10.9 million related to the abandonment of certain new product developmental efforts and the related impairment of certain assets and the restructuring of the SafeCard division of Ideon and the Ideon corporate infrastructure. This charge of $10.9 million was composed of accrued liabilities of $10.7 million and asset impairments. Also included in costs related to products abandoned and restructuring are marketing and operational costs incurred for Ideon products abandoned of $5.5 million. Merger, integration, restructuring and litigation charges of $147.2 million for the three months ended October 31, 1996 are non-recurring and are comprised primarily of transaction and integration costs principally associated with the mergers of the Company with Davidson, Sierra and Ideon as well as a provision relating to certain outstanding Ideon litigation matters (see Note 5). CUC INTERNATIONAL INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Nine Months Ended October 31, 1996 vs. Nine Months Ended October 31, 1995 The Company's overall membership base continues to grow at a rapid rate (from 53.2 million members at October 31, 1995 to 63.8 million members at October 31, 1996), which is the largest contributing factor to the 20% increase in membership revenues (from $1,207.4 million for the nine months ended October 31, 1995 to $1,445.3 million for the nine months ended October 31, 1996). While the overall membership base increased by approximately 4.2 million members during the nine months ended October 31, 1996, the average annual fee collected for the Company's membership services increased by approximately 3% from the same period a year ago. The Company divides its memberships into three categories: individual, wholesale and discount program memberships. Individual memberships consist of members that pay directly for the services and the Company pays for the marketing costs to solicit the member, primarily using direct marketing techniques. Wholesale memberships include members that pay directly for the services to their sponsor and the Company does not pay for the marketing costs to solicit the members. Discount program memberships are generally marketed through a direct sales force, participating merchant or general advertising and the related fees are either paid directly by the member or the local retailer. All of these categories share various aspects of the Company's marketing and operating resources. Compared to the previous year's first nine months, individual, wholesale and discount program memberships grew by 10%, 23% and 57%, respectively, including Acquired Members which came from acquisitions completed during fiscal 1996. Wholesale memberships have grown in part due to the success of the Company's international business in Europe. Discount program memberships have incurred the largest increase from Acquired Members, principally from Advance Ross Corporation, acquired during the fourth quarter of fiscal 1996, which provides local discounts to consumers. For the nine months ended October 31, 1996, individual, wholesale and discount program memberships represented 68%, 13% and 19% of membership revenues, respectively. All membership data has been restated to reflect the acquisition of Ideon, however it has not been restated to reflect other Acquired Members. The Company maintains a flexible marketing plan so that it is not dependent on any one service for the future growth of the total membership base. Software revenues increased 25% from $181.8 million for the nine months ended October 31, 1995 to $228.1 million for the nine months ended October 31, 1996. Distribution revenue, which consists principally of third-party software and typically has low operating margins, was down from $52.7 million to $36.7 million. The Company's software operations continue to focus on the growth of selling titles through retailers. Excluding distribution revenue, core software revenue grew by 48%. Contributing to the software revenue growth in fiscal 1997 is the availability of a larger number of titles as well as the significant increase in the installed base of CD-ROM personal computers. As the Company's membership services continue to mature, a greater percentage of the total individual membership base is in its renewal years. This results in increased profit margins for the Company due to the significant decrease in certain marketing costs incurred in renewing existing members. Improved response rates for new members also favorably impacted profit margins. As a result, EBIT increased from $222.0 million to $299.0 million, and EBIT margins improved from 16.0% to 17.9%. Individual membership usage continues to increase, which contributes to additional service fees and indirectly contributes to the Company's strong renewal rate. Historically, an increase in overall membership usage has had a favorable impact on renewal rates. The Company records its deferred revenue net of estimated cancellations which are anticipated in the Company's marketing programs. CUC INTERNATIONAL INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Nine Months Ended October 31, 1996 vs. Nine Months Ended October 31, 1995 (continued) Operating costs increased 19% (from $426.4 million to $507.5 million). The major components of the Company's membership operating costs continue to be personnel, telephone, computer processing and participant insurance premiums (the cost of obtaining insurance coverage for members). The major components of the Company's software operating costs are material costs, manufacturing labor and overhead, royalties paid to developers and affiliated label publishers and research and development costs related to designing, developing and testing new software products. The increase in overall operating costs is due principally to the variable nature of many of these costs and, therefore, the additional costs incurred to support the growth in the membership base and software sales. Historically, the Company has seen a direct correlation between providing a high level of service to its members and improved retention. Marketing costs decreased as a percentage of revenue (from 39% to 38%). This decrease is primarily due to improved per member acquisition costs and an increase in renewing members. Membership acquisition costs incurred increased by 7% (from $435.1 million to $467.3 million) as a result of the increased marketing effort which resulted in an increased number of new members acquired. Marketing costs include the amortization of membership acquisition costs and other marketing costs, which primarily consist of membership communications and sales expenses. Amortization of membership acquisition costs increased by 16% (from $414.0 million to $478.8 million). Other marketing costs increased by 32% (from $123.3 million to $162.3 million). These increases resulted primarily from the costs of servicing a larger membership base and expenses incurred when selling and marketing a larger number of software titles. The Company routinely reviews all renewal rates and has not seen any material change over the last year in the average renewal rate. Renewal rates are calculated by dividing the total number of renewing members not requesting a refund during their renewal year by the total members eligible for renewal. General and administrative costs decreased as a percentage of revenue (from 15% to 14%). This is a result of the Company's ongoing ability to control overhead. Interest income, net, decreased from $8.1 million to $6.4 million primarily due to cash used to fund acquisitions during fiscal 1996 and the first nine months of fiscal 1997. Included in costs related to Ideon products abandoned and restructuring for the nine months ended October 31, 1995, are special charges totaling $45.0 million related to the abandonment of certain new product developmental efforts and the related impairment of certain assets and the restructuring of the SafeCard division of Ideon and the Ideon corporate infrastructure. This charge of $45.0 million was composed of accrued liabilities of $36.2 million and asset impairments of $8.8 million. Also included in costs related to products abandoned and restructuring are marketing and operational costs incurred for Ideon products abandoned of $52.6 million. Merger, integration, restructuring and litigation charges of $175.8 million for the nine months ended October 31, 1996 are non- recurring and are comprised primarily of transaction and integration costs principally associated with the mergers of the Company with Davidson, Sierra and Ideon as well as a provision relating to certain outstanding Ideon litigation matters (see Note 5). CUC INTERNATIONAL INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Membership Information The following chart sets forth the approximate number of members and net additions for the respective periods. All membership data has been restated to reflect the acquisition of Ideon, however it has not been restated to reflect other Acquired Members. Net New Member Number of Additions Period Members for the Period Nine Months Ended October 31, 1996 63,835,000 4,185,000 Year Ended January 31, 1996 59,650,000 12,750,000* Nine Months Ended October 31, 1995 53,160,000 6,260,000** Year Ended January 31, 1995 46,900,000 3,820,000 Quarter Ended October 31, 1996 63,835,000 1,520,000 Quarter Ended October 31, 1995 53,160,000 1,995,000 *Includes approximately 8 million Acquired Members. **Includes approximately 3.1 million Acquired Members. The membership acquisition costs incurred applicable to obtaining a new member, for memberships other than coupon book memberships, generally approximate the initial membership fee. Initial membership fees for coupon book memberships generally exceed the membership acquisition costs incurred applicable to obtaining a new member. Membership cancellations processed by certain of the Company's clients report membership information only on a net basis. Accordingly, the Company does not receive actual numbers of gross additions and gross cancellations for certain types of memberships. In calculating the number of members, the Company has deducted its best estimate of cancellations which may occur during the trial membership periods offered in its marketing programs. Typically these periods range from one to three months. Liquidity And Capital Resources; Inflation; Seasonality Funds for the Company's operations and acquisitions have been provided through cash flow from operations. The Company also has a credit agreement, dated March 26, 1996, with certain banks providing for a $500 million revolving credit facility (the "Credit Agreement"). The amount of borrowings currently available to the Company under the Credit Agreement was $500 million at October 31, 1996, as there were no borrowings under the Credit Agreement to that date. The Credit Agreement is scheduled to expire March 26, 2001. In February 1996, Wright Express Corporation ("Wright Express"), a subsidiary of Ideon, entered into a revolving credit facility agreement which has an available line of credit of $75 million of which $50 million may be used to finance working capital requirements and for general corporate purposes and $25 million may be used for acquisition financing. This facility expires December 1, 1998. CUC INTERNATIONAL INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Liquidity And Capital Resources; Inflation; Seasonality (continued) Costs related to the Davidson, Sierra and Ideon mergers are non- recurring and include integration and transaction costs as well a provision relating to certain outstanding Ideon litigation matters (see Note 5) giving consideration to the Company's intended approach to these litigation matters. In estimating the cost to settle these matters, the Company considered potential liabilities relating to these matters and the estimated cost of prosecuting and defending them (including out-of-pocket costs, such as attorneys' fees, and the cost to the Company of having its management involved in numerous complex litigation matters). The Company is unable at this time to determine the estimated timing of the future cash outflows with respect to this liability. Although the Company has attempted to estimate the amounts that will be required to settle these litigation matters, there can be no assurance that the actual aggregate amount of such settlements will not exceed the amount of the provision. The Company invested approximately $40 million in acquisitions, net of cash acquired, during the nine months ended October 31, 1996. These acquisitions have been fully integrated into the Company's operations. The Company is not aware of any trends, demands or uncertainties that will have a material effect on the Company's liquidity. The Company anticipates that cash flows from operations and the Credit Agreement will be sufficient to achieve its current long-term objectives. The Company does not anticipate any material capital expenditures for the next year. Total capital expenditures were $55 million for the nine months ended October 31, 1996. The Company intends to continue to review potential acquisitions that it believes would enhance the Company's growth and profitability. Any acquisitions paid for in cash will initially be financed through excess cash flows from operations and the Credit Agreement. However, depending on the financing necessary to complete an acquisition, additional funding may be required. To date, the overall impact of inflation on the Company has not been material. Except for the cash receipts from the sale of coupon book memberships, the Company's membership business is generally not seasonal. Most cash receipts from these coupon book memberships are received in the fourth quarter and, to a lesser extent, in the first and the third quarters of each fiscal year. As is typical in the consumer software industry, the Company's software business is highly seasonal. Net revenues and operating income are highest during the third and fourth quarters and are lowest in the first and second quarters. This seasonal pattern is primarily due to the increased demand for the Company's software products during the year-end holiday season. For the nine months ended October 31, 1996, the Company's international businesses represented less than 5% of EBIT. Operating in international markets involves dealing with sometimes volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on the Company is complex because it is linked to variability in real growth, inflation, interest rates and other factors. Because the Company operates in a mix of membership services and numerous countries, management believes currency exposures are fairly well diversified. To date, currency exposure has not been a significant competitive factor at the local market operating level. As international operations continue to expand and the number of cross-border transactions increases, the Company intends to continue monitoring its currency exposures closely and take prudent actions as appropriate. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS During August 1996, the Company completed its acquisition of Ideon. Ideon is a party to a number of lawsuits which are described in detail in Note 5 to the Condensed Consolidated Financial Statements of the Company. ITEM 2. CHANGES IN SECURITIES During the fiscal quarter ended October 31, 1996, the Company issued the following equity securities that were not registered under the Securities Act: (a) On August 29, 1996, the Company issued 1,155,733 shares of Common Stock to Kevlin and to one other corporation affiliated with Kevlin in connection with the acquisition by a subsidiary of the Company of substantially all of the assets and liabilities of Kevlin. This issuance was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act, as this issuance of Common Stock did not involve a "public offering" pursuant to the Securities Act given the limited number and scope of persons to whom the securities were issued. The Company has filed a Registration Statement with the Commission, which has been declared effective by the Commission, with respect to the resale of the Common Stock received from the Company in connection with this acquisition. (b) On September 17, 1996, the Company issued 165,630 shares of Common Stock to Charles Stack in connection with the acquisition by a subsidiary of the Company of Book Stacks Unlimited, Inc. ("Book Stacks"), a corporation owned by Mr. Stack. This issuance was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act, as this issuance of Common Stock did not involve a "public offering" pursuant to the Securities Act given the limited number and scope of persons to whom the securities were issued. The Company has filed a Registration Statement with the Commission, which has been declared effective by the Commission, with respect to the resale by Mr. Stack of the Common Stock received by him from the Company in connection with this acquisition. (c) On September 23, 1996, the Company issued 1,394,894 shares of Common Stock to Raymond H. Stanton II and Raymond H. Stanton III (the "Stantons") in connection with the acquisition by the Company of all of the outstanding capital stock of Dine-A-Mate from the Stantons. This issuance was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act, as this issuance of Common Stock did not involve a "public offering" pursuant to the Securities Act given the limited number and scope of persons to whom the securities were issued. The Company has filed a Registration Statement with the Commission, which has been declared effective by the Commission, with respect to the resale by the Stantons of 741,565 shares of Common Stock received by them from the Company in connection with this acquisition. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the Company, as filed June 5, 1996 (filed as Exhibit 3.1 to the Company's Form 10-Q for the period ended April 30, 1996).* 3.2 By-Laws of the Company (filed as Exhibit 3.2 to the Company's Registration Statement, No. 33-44453, on Form S-4 dated December 19, 1991).* 4.1 Form of Stock Certificate (filed as Exhibit 4.1 to the Company's Registration Statement, No. 33-44453, on Form S-4 dated December 19, 1991).* 10.1-10.20 Management Contracts, Compensatory Plans and Arrangements 10.1 Agreement with E. Kirk Shelton, dated as of May 15, 1996 (filed as Exhibit 10.1 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.2 Agreement with Christopher K. McLeod, dated as of May 15, 1996 (filed as Exhibit 10.2 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.3 Amended and Restated Employment Contract with Walter A. Forbes, dated as of May 15, 1996 (filed as Exhibit 10.3 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.4 Agreement with Cosmo Corigliano, dated February 1, 1994 (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995).* 10.5 Amendment to Agreement with Cosmo Corigliano, dated February 21, 1996 (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1996).* 10.6 Agreement with Amy N. Lipton, dated February 1, 1996 (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1996).* 10.7 Employment Agreement with Robert M. Davidson, dated July 24, 1996 (filed as Exhibit 10.7 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.8 Employment Agreement with Janice G. Davidson, dated July 24, 1996 (filed as Exhibit 10.8 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.9 Non-Competition Agreement with Robert M. Davidson, dated July 24, 1996 (filed as Exhibit 10.9 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.10 Non-Competition Agreement with Janice G. Davidson, dated July 24, 1996 (filed as Exhibit 10.10 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.11 Employment Agreement with Kenneth A. Williams, dated July 24, 1996 (filed as Exhibit 10.11 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.12 Non-Competition Agreement with Kenneth A. Williams, dated July 24, 1996 (filed as Exhibit 10.12 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.13 Form of Employee Stock Option under the 1987 Stock Option Plan, as amended. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) (a) Exhibit No. Description 10.14 Form of Director Stock Option for 1990 and 1992 Directors Stock Options Plans (filed as Exhibit 10.4 to the Company's Annual Report for the fiscal year ended January 31, 1991, as amended December 12, 1991 and December 19, 1991).* 10.15 Form of Director Stock Option for 1994 Directors Stock Option Plan, as amended. 10.16 1987 Stock Option Plan, as amended. 10.17 1990 Directors Stock Option Plan, as amended. 10.18 1992 Directors Stock Option Plan, as amended. 10.19 1994 Directors Stock Option Plan, as amended. 10.20 Restricted Stock Plan and Form of Restricted Stock Plan Agreement (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1991, as amended December 12, 1991 and December 19, 1991).* 10.21 Credit Agreement, dated as of March 26, 1996, among: CUC International Inc.; the banks signatory thereto; The Chase Manhattan Bank, N.A., Bank of Montreal, Morgan Guaranty Trust Company of New York, and The Sakura Bank, Limited as Co-Agents; and The Chase Manhattan Bank, N.A., as Administrative Agent (filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1996).* 10.22 Agreement and Plan of Merger, dated October 17, 1995, among CUC International Inc., Retreat Acquisition Corporation and Advance Ross Corporation (filed as Exhibit 2 to the Company's Registration Statement on Form S-4, Registration No. 33-64801, filed on December 7, 1995).* 10.23 Agreement and Plan of Merger, dated as of February 19, 1996, by and among Davidson & Associates, Inc., CUC International Inc. and Stealth Acquisition I Corp. (filed as Exhibit 2(a) to the Company's Report on Form 8-K filed March 12, 1996).* 10.24 Amendment No.1 dated as of July 24, 1996, among Davidson & Associates, Inc., CUC International Inc. and Stealth I Acquisition Corp. (filed as Exhibit 2.2 to the Company's Report on Form 8-K filed August 5, 1996).* 10.25 Agreement and Plan of Merger, dated as of February 19, 1996, by and among Sierra On-Line, Inc., CUC International Inc. and Larry Acquisition Corp. (filed as Exhibit 2(b) to the Company's Report on Form 8-K filed March 12, 1996).* 10.26 Amendment No.1 dated as of March 27, 1996, among Sierra On-Line, Inc., CUC International Inc. and Larry Acquisition Corp. (filed as Exhibit 2.4 to the Company's Report on Form 8-K filed August 5, 1996).* PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued) (a) Exhibit No. Description 10.27 Amendment No.2 dated as of July 24, 1996, among Sierra On-Line, Inc., CUC International Inc. and Larry Acquisition Corp. (filed as Exhibit 2.5 to the Company's Report on Form 8-K filed August 5, 1996).* 10.28 Registration Rights Agreement dated July 24, 1996, among CUC International Inc. and the other parties signatory thereto (filed as Exhibit 10.1 to the Company's Report on Form 8-K filed August 5, 1996).* 10.29 Agreement of Sale dated July 23, 1996, between Robert M. Davidson and Janice G. Davidson and CUC Real Estate Holdings, Inc. (filed as Exhibit 10.2 to the Company's Report on Form 8-K filed August 5, 1996).* 10.30 Agreement and Plan of Merger, dated as of April 19, 1996, by and among Ideon Group, Inc., CUC International Inc. and IG Acquisition Corp. (filed as Exhibit 10.21 to the Company's Annual Report on Form 10- K for the fiscal year ended January 31, 1996).* 10.31 Form of U.S. Underwriting Agreement dated October 1996, among CUC International Inc., certain selling stockholders and the U.S. Underwriters (filed as Exhibit 1.1 (a) to the Company's Registration Statement on Form S-3, Registration No. 333-13537, filed on October 9, 1996).* 10.32 Form of International Underwriting Agreement dated October 1996, among CUC International Inc., certain selling stockholders and the International Underwriters (filed as Exhibit 1.1 (b) to the Company's Registration Statement on Form S-3, Registration No. 333-13537, filed on October 9, 1996).* 11 Statement re: Computation of Per Share Earnings (Unaudited) 15 Letter re: Unaudited Interim Financial Information 27 Financial data schedule (b) During the quarter ended October 31, 1996, the Company filed the following Current Reports on Form 8-K: (1) Current Report on Form 8-K, filed on August 5, 1996, reporting an Item 2 ("Acquisition or Disposition of Assets") event. (2) Current Report on Form 8-K, filed on August 14, 1996, reporting an Item 2 ("Acquisition or Disposition of Assets") event. (3) Current Report on Form 8-K, filed on September 17, 1996, reporting an Item 5 ("Other Events") event and an Item 7 ("Financial Statements, Pro Forma Financial Information and Exhibits") event. (4) Current Report on Form 8-K, filed on September 19, 1996, reporting an Item 5 ("Other Events") event. (5) Current Report on Form 8-K, filed on September 26, 1996, reporting an Item 5 ("Other Events") event. (6) Current Report on Form 8-K, filed on October 7, 1996, reporting an Item 5 ("Other Events") event. (7) Current Report on Form 8-K, filed on October 28, 1996, reporting an Item 5 ("Other Events") event. *Incorporated by reference 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 thereunto duly authorized. CUC INTERNATIONAL INC. (Registrant) Date: December 12, 1996 By: WALTER A. FORBES Walter A. Forbes - Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Date: December 12, 1996 By: COSMO CORIGLIANO Cosmo Corigliano - Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit No. Description Page 3.1 Amended and Restated Certificate of Incorporation of the Company, as filed June 5, 1996 (filed as Exhibit 3.1 to the Company's Form 10-Q for the period ended April 30, 1996).* 3.2 By-Laws of the Company (filed as Exhibit 3.2 to the Company's Registration Statement, No. 33-44453, on Form S-4 dated December 19, 1991).* 4.1 Form of Stock Certificate (filed as Exhibit 4.1 to the Company's Registration Statement, No. 33-44453, on Form S-4 dated December 19, 1991).* 10.1-10.20 Management Contracts, Compensatory Plans and Arrangements 10.1 Agreement with E. Kirk Shelton, dated as of May 15, 1996 (filed as Exhibit 10.1 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.2 Agreement with Christopher K. McLeod, dated as of May 15, 1996 (filed as Exhibit 10.2 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.3 Amended and Restated Employment Contract with Walter A. Forbes, dated as of May 15, 1996 (filed as Exhibit 10.3 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.4 Agreement with Cosmo Corigliano, dated February 1, 1994 (filed as Exhibit 10.6 to the Company's Annual Report on Form 10- K for the fiscal year ended January 31, 1995).* 10.5 Amendment to Agreement with Cosmo Corigliano, dated February 21, 1996 (filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1996).* 10.6 Agreement with Amy N. Lipton, dated February 1, 1996 (filed as Exhibit 10.8 to the Company's Annual Report on Form 10- K for the fiscal year ended January 31, 1996).* 10.7 Employment Agreement with Robert M. Davidson, dated July 24, 1996 (filed as Exhibit 10.7 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.8 Employment Agreement with Janice G. Davidson, dated July 24, 1996 (filed as Exhibit 10.8 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.9 Non-Competition Agreement with Robert M. Davidson, dated July 24, 1996 (filed as Exhibit 10.9 to the Company's Form 10-Q for the period ended July 31, 1996).* INDEX TO EXHIBITS Exhibit No. Description Page 10.10 Non-Competition Agreement with Janice G. Davidson, dated July 24, 1996 (filed as Exhibit 10.10 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.11 Employment Agreement with Kenneth A. Williams, dated July 24, 1996 (filed as Exhibit 10.11 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.12 Non-Competition Agreement with Kenneth A. Williams, dated July 24, 1996 (filed as Exhibit 10.12 to the Company's Form 10-Q for the period ended July 31, 1996).* 10.13 Form of Employee Stock Option under the 1987 Stock Option Plan, as amended. 10.14 Form of Director Stock Option for 1990 and 1992 Directors Stock Options Plans (filed as Exhibit 10.4 to the Company's Annual Report for the fiscal year ended January 31, 1991, as amended December 12, 1991 and December 19, 1991).* 10.15 Form of Director Stock Option for 1994 Directors Stock Option Plan, as amended. 10.16 1987 Stock Option Plan, as amended. 10.17 1990 Directors Stock Option Plan, as amended. 10.18 1992 Directors Stock Option Plan, as amended. 10.19 1994 Directors Stock Option Plan, as amended. 10.20 Restricted Stock Plan and Form of Restricted Stock Plan Agreement (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1991, as amended December 12, 1991 and December 19, 1991).* 10.21 Credit Agreement, dated as of March 26, 1996, among: CUC International Inc.; the Banks signatory thereto; The Chase Manhattan Bank, N.A., Bank of Montreal, Morgan Guaranty Trust Company of New York, and the Sakura Bank, Limited as Co- Agents; and The Chase Manhattan Bank, N.A., as Administrative Agent (filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1996).* 10.22 Agreement and Plan of Merger, dated October 17, 1995, among CUC International Inc., Retreat Acquisition Corporation and Advance Ross Corporation (filed as Exhibit 2 to the Company's Registration Statement on Form S-4, Registration No. 33-64801, filed on December 7, 1995).* INDEX TO EXHIBITS Exhibit No. Description Page 10.23 Agreement and Plan of Merger, dated as of February 19, 1996, by and among Davidson & Associates, Inc., CUC International Inc. and Stealth Acquisition I Corp. (filed as Exhibit 2(a) to the Company's Report on Form 8-K filed March 12, 1996).* 10.24 Amendment No.1 dated as of July 24, 1996, among Davidson & Associates, Inc., CUC International Inc. and Stealth I Acquisition Corp. (filed as Exhibit 2.2 to the Company's Report on Form 8-K filed August 5, 1996). 10.25 Agreement and Plan of Merger, dated as of February 19, 1996, by and among Sierra On- Line, Inc., CUC International Inc. and Larry Acquisition Corp. (filed as Exhibit 2(b) to the Company's Report on Form 8-K filed March 12, 1996).* 10.26 Amendment No.1 dated as of March 27, 1996, among Sierra On-Line, Inc., CUC International Inc. and Larry Acquisition Corp.(filed as Exhibit 2.4 to the Company's Report on Form 8-K filed August 5, 1996).* 10.27 Amendment No.2 dated as of July 24, 1996, among Sierra On-Line, Inc., CUC International Inc. and Larry Acquisition Corp. (filed as Exhibit 2.5 to the Company's Report on Form 8-K filed August 5, 1996).* 10.28 Registration Rights Agreement dated July 24, 1996, among CUC International Inc. and the other parties signatory thereto (filed as Exhibit 10.1 to the Company's Report on Form 8-K filed August 5, 1996).* 10.29 Agreement of Sale dated July 23, 1996, between Robert M. Davidson and Janice G. Davidson and CUC Real Estate Holdings, Inc. (filed as Exhibit 10.2 to the Company's Report on Form 8-K filed August 5, 1996).* 10.30 Agreement and Plan of Merger, dated as of April 19, 1996, by and among Ideon Group, Inc., CUC International Inc. and IG Acquisition Corp. (filed as Exhibit 10.21 to the Company's Annual Report on Form 10- K for the fiscal year ended January 31, 1996).* 10.31 Form of U.S. Underwriting Agreement dated October 1996, among CUC International Inc., certain selling stockholders and the U.S. Underwriters (filed as Exhibit 1.1 (a) to the Company's Registration Statement on Form S-3, Registration No. 333-13537, filed on October 9, 1996).* 10.32 Form of International Underwriting Agreement dated October 1996, among CUC International Inc., certain selling stockholders and the International Underwriters (filed as Exhibit 1.1 (b) to the Company's Registration Statement on Form S-3, Registration No. 333-13537, filed on October 9, 1996).* 11 Statement re: Computation of Per Share Earnings (Unaudited) 15 Letter re: Unaudited Interim Financial Information 27 Financial data schedule *Incorporated by reference