<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                   FORM 10-Q

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period Ended December 31, 2001

          ( ) 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 1-11008


                        CATALINA MARKETING CORPORATION
--------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


               Delaware                                        33-0499007
----------------------------------------                ------------------------
   (State of Other Jurisdiction of                            (IRS Employer
    Incorporation or Organization)                        Identification Number)


        200 Carillon Parkway
       St. Petersburg, Florida                                    33716
----------------------------------------                 -----------------------
(Address of Principal Executive Offices)                       (ZIP Code)

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

     Indicate by check mark whether 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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes    X      No _______
     ------

     At February 1, 2002, Registrant had outstanding 55,103,699 shares of Common
Stock.
<PAGE>

                        CATALINA MARKETING CORPORATION
                                     INDEX


<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Part I.   Financial Information

          Item 1. Financial Statements

                        Condensed Consolidated Statements of Income
                        for the three and nine month periods ended
                        December 31, 2001 and 2000                          3

                        Condensed Consolidated Balance Sheets at
                        December 31, 2001 and March 31, 2001                4

                        Condensed Consolidated Statements of Cash Flows
                        for the nine month periods ended
                        December 31, 2001 and 2000                          5

                        Notes to Condensed Consolidated
                        Financial Statements                                6

          Item 2. Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                 9

          Item 3. Quantitative and Qualitative Disclosure About
                        Market Risk                                        13

Part II.  Other Information

          Item 4. Exhibits and Reports on Form 8-K                         14

Signatures                                                                 17
</TABLE>

                                       2
<PAGE>

                        CATALINA MARKETING CORPORATION
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (dollars in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                              Three Months Ended            Nine Months Ended
                                                                  December 31,                 December 31,
                                                            ------------------------     ------------------------
                                                              2001            2000         2001            2000
                                                            --------        --------     --------        --------
<S>                                                         <C>             <C>          <C>             <C>
Revenues                                                    $114,730        $108,740     $313,132        $304,521

Costs and Expenses:
    Direct operating expenses                                 49,334          44,393      137,453         125,424
    Selling, general and administrative                       27,384          25,406       80,563          76,801
    Depreciation and amortization                             10,601          11,240       31,496          31,695
                                                            --------        --------     --------        --------
         Total costs and expenses                             87,319          81,039      249,512         233,920

                                                            --------        --------     --------        --------
Income From Operations                                        27,411          27,701       63,620          70,601

Interest Expense, Net and Other                                  (51)         (1,283)      (1,921)         (1,988)
                                                            --------        --------     --------        --------
Income Before Income Taxes and Minority
    Interest                                                  27,360          26,418       61,699          68,613

Income Taxes                                                  (9,985)        (10,039)     (22,521)        (26,080)
Minority Interest in Losses of Subsidiaries                        4             446           20           1,097
                                                            --------        --------     --------        --------
    Net Income                                                17,379          16,825       39,198          43,630

Proforma Addback:  Goodwill Amortization (Note 5)                  -             977            -           2,499
                                                            --------        --------     --------        --------
Proforma Net Income                                         $ 17,379        $ 17,802     $ 39,198        $ 46,129

Diluted:
-------
    Net Income Per Common Share                             $   0.31        $   0.29     $   0.69        $   0.75
    Proforma Addback:  Goodwill Amortization                       -            0.01            -            0.04
                                                            --------        --------     --------        --------
    Proforma Net Income per Common Share                    $   0.31        $   0.30     $   0.69        $   0.79
    Weighted Average Common Shares Outstanding                56,370          58,377       57,187          58,042

Basic:
-----
    Net Income Per Common Share                             $   0.31        $   0.30     $   0.70        $   0.78
    Proforma Addback:  Goodwill Amortization                       -            0.02            -            0.05
                                                            --------        --------     --------        --------
    Proforma Net Income per Common Share                    $   0.31        $   0.32     $   0.70        $   0.83
    Weighted Average Common Shares Outstanding                55,437          55,955       56,078          55,711
</TABLE>

The accompanying Notes are an integral part of these consolidated financial
statements.

                                       3
<PAGE>

                        CATALINA MARKETING CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (dollars in thousands)

<TABLE>
<CAPTION>
                                                                      (unaudited)
                                                                      December 31,              March 31,
                           ASSETS                                        2001                    2001
                                                                 -------------------      ------------------
<S>                                                               <C>                      <C>
Current Assets:
  Cash and cash equivalents                                                $   4,562               $   7,280
  Accounts receivable, net                                                    55,515                  72,996
  Inventory                                                                    6,180                   5,222
  Deferred tax asset                                                           6,822                   7,893
  Prepaid expenses and other current assets                                   21,296                  24,637
                                                                 -------------------      ------------------
     Total current assets                                                     94,375                 118,028
                                                                 -------------------      ------------------
Property and Equipment:
  Property and equipment                                                     309,070                 292,954
  Accumulated depreciation and amortization                                 (185,195)               (162,529)
                                                                 -------------------      ------------------
     Property and equipment, net                                             123,875                 130,425
                                                                 -------------------      ------------------
Purchased intangible assets, net                                             152,498                 135,643
Other assets                                                                   3,936                   3,952
                                                                 -------------------      ------------------
Total Assets                                                               $ 374,684               $ 388,048
                                                                 ===================      ==================

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                         $  12,807               $  18,437
  Accrued expenses                                                            46,043                  57,585
  Taxes payable                                                                7,854                   4,259
  Deferred revenue                                                            22,733                  32,924
  Short term borrowings                                                       12,485                  15,219
                                                                 -------------------      ------------------
     Total current liabilities                                               101,922                 128,424
                                                                 -------------------      ------------------
Deferred tax liability                                                        11,534                   8,968
Minority interest                                                                278                     295
Long term debt                                                                35,635                  38,764
                                                                 -------------------      ------------------
Commitments and Contingencies
Stockholders' Equity:
  Preferred stock; $0.01 par value; 5,000,000
     authorized shares; none issued and outstanding                                -                       -
  Common stock; $0.01 par value; 150,000,000 authorized shares
     and 54,983,289 and 55,548,864 shares issued and outstanding
     at December 31, 2001 and March 31, 2001, respectively                       550                     555
  Paid-in capital                                                                542                  14,441
  Accumulated other comprehensive loss                                        (1,239)                 (1,050)
  Retained earnings                                                          225,462                 197,651
                                                                 -------------------      ------------------
     Total stockholders' equity                                              225,315                 211,597
                                                                 -------------------      ------------------
Total Liabilities and Stockholders' Equity                                 $ 374,684               $ 388,048
                                                                 ===================      ==================
</TABLE>

The accompanying Notes are an integral part of these consolidated financial
statements.

                                       4
<PAGE>

                        CATALINA MARKETING CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (dollars in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                  December 31,
                                                                     -------------------------------------
                                                                         2001                     2000
                                                                     ------------             ------------
<S>                                                                  <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                       $ 39,198                 $ 43,630
      Adjustments to reconcile net income to net cash
      provided by operating activities:
          Minority interest                                                 (20)                  (1,097)
          Depreciation and amortization                                  31,496                   31,695
          Tax benefit from exercise of non-qualified options and
          disqualified dispositions                                       6,903                    4,390

          Other                                                           3,250                   (1,483)
      Changes in operating assets and liabilities                         9,012                   (7,069)
                                                                     ------------             ------------
          Net cash provided by operating activities                      89,839                   70,066
                                                                     ------------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures, net                                         (23,871)                 (45,530)
      Purchase of investments, net of cash acquired                     (32,540)                 (52,103)
                                                                     ------------             ------------
          Net cash used in investing activities                         (56,411)                 (97,633)
                                                                     ------------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net (repayments) borrowings on credit facility                     (3,000)                  10,000
      Proceeds from debt obligations                                      7,324                   12,684
      Principal payments on debt obligations                             (9,026)                 (13,641)
      Proceeds from issuance of common and subsidiary stock              15,459                   19,070
      Repurchase of company common stock                                (46,529)                       -
                                                                     ------------             ------------
          Net cash (used in) provided by financing activities           (35,772)                  28,113
                                                                     ------------             ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                                                                         (2,344)                     546
Effect of exchange rate changes on cash and cash equivalents               (374)                     189
CASH AND CASH EQUIVALENTS, at end of prior period                         7,280                   13,765
                                                                     ------------             ------------
CASH AND CASH EQUIVALENTS, at end of current period                    $  4,562                 $ 14,500
                                                                     ============             ============

Supplemental Schedule of Other Transactions:
Cash Paid during the nine month period
  Interest                                                             $  1,676                 $  1,890
  Income Taxes                                                         $ 16,524                 $ 23,207
</TABLE>

The accompanying Notes are an integral part of these consolidated financial
statements.

                                       5
<PAGE>

                        CATALINA MARKETING CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


Note 1.   Condensed Consolidated Financial Statements:

In the opinion of the Company, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of December 31, 2001 and March 31, 2001, the results of operations
for the three and nine months ended December 31, 2001 and 2000, and cash flows
for the nine month periods ended December 31, 2001 and 2000.

The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries.  The third quarter
balances and results of the wholly-owned and majority-owned foreign subsidiaries
are included as of September 30, 2001 and December 31, 2000 and for the three
and nine month periods ended September 30, 2001 and 2000, respectively.  All
material intercompany profits, transactions and balances have been eliminated.

These financial statements, including the condensed consolidated balance sheet
as of March 31, 2001 (which was derived from audited financial statements) are
presented in accordance with the requirements of Form 10-Q and consequently may
not include all disclosures normally required by generally accepted accounting
principles or those normally made in the Company's Annual Report on Form 10-K.
The accompanying condensed consolidated financial statements and related notes
should be read in conjunction with the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2001.

Note 2.   Net Income Per Common Share:

The following is a reconciliation of the denominator of basic earnings per share
(EPS) to the denominator of diluted EPS (in thousands):

<TABLE>
<CAPTION>
                                                          Three months ended                Nine months ended
                                                             December 31,                      December 31,
                                                    ----------------------------     ------------------------------
                                                        2001          2000                2001           2000
                                                    ----------------------------     ------------------------------
     <S>                                            <C>              <C>             <C>               <C>
     Basic weighted average common
        shares outstanding                             55,437        55,955              56,078         55,711
     Dilutive effect of options outstanding               933         2,422               1,109          2,331
                                                    ----------------------------     ------------------------------

     Diluted weighted average common shares
        outstanding                                    56,370        58,377              57,187         58,042
 </TABLE>

Options to purchase 4,039,573 shares of common stock at exercise prices ranging
from $32.55 to $36.82 per share for the nine months ending December 31, 2001 and
options to purchase 4,159,723 shares of common stock at exercise prices ranging
from $30.98 to $36.82 for the three

                                       6
<PAGE>

months ending December 31, 2001 were not included in the computation of diluted
EPS because their exercise prices were greater than the average market price of
common stock. All outstanding options to purchase shares of common stock for the
three month and nine month periods ending December 31, 2000 were included in the
computation of diluted EPS.


Note 3.   Comprehensive Income (in thousands):

<TABLE>
<CAPTION>
                                                     Three months ended             Nine months ended
                                                        December 31,                   December 31,
                                                --------------------------     -------------------------
                                                       2001        2000             2001         2000
                                                      ------      ------           ------       ------
     <S>                                        <C>               <C>              <C>          <C>
     Net income                                      $17,379      $16,825          $39,198      $43,630
     Other comprehensive income, net of tax:
        Currency translation adjustment                   36           (9)            (189)      (1,045)
                                                --------------------------     -------------------------
     Comprehensive Income                            $17,415      $16,816          $39,009      $42,585
</TABLE>


Note 4.  Segment Information:

The Company has aggregated its operating units and product lines into a single
reporting segment called Targeted Marketing Services.  The Company's results of
operations do not include revenue from internal sources in the amounts of
approximately $13,031,000 and $13,722,000 for the nine month periods ended, and
$5,035,000 and $6,435,000 for the three month periods ended December 31, 2001
and 2000, respectively.  Revenue from internal sources is wholly eliminated in
the presentation of consolidated results.


Note 5.  Effect of SFAS No.142 Goodwill and Other Intangible Assets:

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). SFAS No. 142 addresses the accounting and reporting for
goodwill and other intangibles.  SFAS No. 142 is required for financial
statements relating to fiscal years beginning after December 15, 2001.  As
permitted, the Company has chosen to adopt SFAS No. 142 early, effective as of
April 1, 2001.  In addition, proforma amounts have been presented on the face of
the statements of income for the prior periods presented as if SFAS No. 142 had
been implemented as of April 1, 2000.

Goodwill is no longer amortized but instead is subject to impairment tests at
least annually.   Impairment is defined as a fair market value less than the
carrying value of the asset on the financial statements.  SFAS No. 142 requires
that the Company test all goodwill for impairment within six months of
implementation.  The Company has performed the required first step of testing
for impairment by utilizing the discounted cash flow method and is not reporting
any impairment of goodwill.

                                       7
<PAGE>

Purchased intangible assets include (dollars in thousands):

<TABLE>
<CAPTION>
                                                         Weighted Avg.
                                                         Useful Life      December 31     March 31
                                                         (in years)          2001           2001
                                                         -----------         ----           ----
<S>                                                      <C>              <C>            <C>
Patent license and retailer relationships in the
     United Kingdom                                          20           $ 12,691       $ 12,691
Accumulated amortization                                                    (3,490)        (3,014)

Purchased patents                                          14.6             26,852         26,550
Accumulated amortization                                                    (3,804)        (2,071)
                                                                          --------       --------

Identifiable intangible assets, net                                         32,249         34,156

Goodwill, net                                                              120,249        101,487
                                                                          --------       --------
Intangible assets, net                                                    $152,498       $135,643
                                                                          ========       ========
</TABLE>

The increase in goodwill during the first nine months of fiscal 2002 is
primarily a result of earnout payments made per acquisition agreements entered
into in previous periods.  Amortization for identifiable intangible assets was
approximately $2,213,000 in the first nine months of fiscal 2002 and
approximately $1,272,000 in the first nine months of fiscal 2001.

Estimated amortization of identifiable intangible assets is as follows as of
December 31, 2001 (in thousands):

                           Patent License and
                          Retailer Relationships     Purchased
     Fiscal Year           in United Kingdom          Patents
     -----------          ------------------         ---------
     2002                        $635                  $2,317
     2003                         635                   2,324
     2004                         635                   2,324
     2005                         635                   2,321
     2006                         635                   2,311


Note 6.   Newly Issued Accounting Pronouncements:

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No.
141").  SFAS No. 141 requires that all business combinations after June 30, 2001
be accounted for by using the purchase method of accounting.  The implementation
of SFAS No. 141 as of December 31, 2001 did not have any effect on the Company's
financial statements.

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS No. 143").  SFAS No. 143 establishes accounting standards
for recognition and measurement of a liability for an asset retirement
obligation and the associated asset retirement cost.  SFAS No. 143 is effective
for financial statements relating to fiscal years beginning after June 15, 2002.
Management does not expect SFAS No. 143 to have a material effect on the
Company's financial statements.

                                       8
<PAGE>

In September 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144").  SFAS No. 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets.  SFAS No. 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001.   Management does not expect SFAS No.
144 to have a material effect on the Company's financial statements.


Item 2:   Management's Discussion and Analysis of Financial Condition
          and Results of Operations:

Fiscal 2002 Compared to Fiscal 2001

The Company's revenues for the third quarter of fiscal 2002 increased 6%
compared with the same period in fiscal 2001.  The growth was primarily a result
of increased revenues at Health Services Marketing ("HSM") of approximately 101%
and, to a lessor extent, increased revenues of approximately 4% in the Company's
research operations ("Research", consisting of Alliance Research and Market
Intelligence), while domestic core business revenues were consistent with the
comparable period of fiscal 2001.  Revenues for the Company's first nine months
of fiscal 2002 increased approximately 3% compared with the same period in
fiscal 2001.  Fiscal year to date increase in revenue was due primarily to
growth of 102% and 16% in HSM and Research, respectively, while domestic core
business revenues declined approximately 3% due to a decreased number of
promotions printed.

In the U.S., the Catalina Marketing Network was in 16,503 stores on December 31,
2001, which reach 209 million shoppers each week as compared to 15,171 stores
reaching 194 million shoppers each week on December 31, 2000 and 15,475 stores
reaching 185 million shoppers each week on March 31, 2001.  The Health Resource
Network was in 17,622 pharmacies on December 31, 2001 as compared to 14,349
pharmacies on December 31, 2000 and 12,578 pharmacies on March 31, 2001.
Outside the U.S., the Catalina Marketing Network was in 3,338 stores on December
31, 2001, reaching 37 million shoppers each week, as compared to 2,547 stores
reaching 31 million shoppers each week on December 31, 2000 and 2,617 stores
reaching 30 million shoppers each week on March 31, 2001.

During the first nine months of fiscal 2002 the Company installed its Catalina
Marketing Network in 1,028 stores in the U.S., net of deinstallations, as
compared to 1,655 stores in the comparable fiscal 2001 period.  Deinstallation
activity occurs primarily through the consolidation of retail chains and store
closures made by retailers in the ordinary course of business.  The Company also
installed its Health Resource Network in 5,044 pharmacies in the first nine
months of fiscal 2002, net of deinstallations, including 2,600 Eckerd locations,
as compared to 288 stores in the comparable fiscal 2001 period.  Outside the
U.S., the Company installed the Catalina Marketing Network in 721 stores in the
first nine months of fiscal 2002, net of deinstallations, as compared to
decrease of 23 stores in the comparable fiscal 2001 period.

Direct operating expenses consist of retailer fees, paper and toner, sales
commissions, loyalty and direct marketing expenses, provision for doubtful
accounts, the expenses of operating and maintaining the Catalina Marketing and
Health Resource Networks, primarily expenses relating

                                       9
<PAGE>

to operations personnel and service offices, and the direct expenses associated
with operating the outdoor media business in a majority-owned subsidiary in
Asia. Direct operating expenses increased in absolute terms to $49.3 million and
$137.5 million for the third quarter and first nine months of fiscal 2002,
respectively, from $44.4 million and $125.4 million, respectively, in the
comparable periods of fiscal 2001. Direct operating expenses in the third
quarter of fiscal 2002 as a percentage of revenues increased to 43.0% from 40.8%
in the comparable period of fiscal 2001. Direct operating expenses increased in
the first nine months to 43.9% from 41.2% for the comparable period of fiscal
2001. These increases in fiscal 2002 are due to a rise in the Company's retailer
fees associated with HSM contract provisions, as well as the fact that HSM
revenues, which generally have a higher level of direct operating expenses on a
percentage basis than revenues from the core domestic business, constituted a
greater percentage of overall revenue. Additionally, Market Logic has
experienced higher than historical direct operating expenses associated with its
direct marketing program. These increases have been offset by the reduced costs
associated with the Company's paper and toner expenses relating to HSM
operations and decreased billboard expenses in the Japan subsidiary.

Selling, general and administrative expenses include personnel-related costs of
selling and administrative staff, overhead and new product development expenses.
Selling, general and administrative expenses for the third quarter and first
nine months of fiscal 2002 were $27.4 million and $80.6 million, respectively,
compared to $25.4 million and $76.8 million, respectively, for the comparable
periods of fiscal 2001, increases of 7.8% and 4.9 %, respectively. As a
percentage of revenues, selling, general and administrative expenses in the
third quarter of fiscal 2002 were 23.9%, an increase of .5% over the comparable
period of fiscal 2001 of 23.4%.  For the first nine months of fiscal 2002,
selling general and administrative expenses were 25.7%,  an increase of .5% over
the comparable period of fiscal 2001 of 25.2%. These increases are primarily
attributable to an expanded sales force in the core business mitigated by
decreases in legal expenses and new business development expenses.

Depreciation expense increased to $9.9 million for the third quarter and $29.3
million for the first nine months of fiscal 2002, respectively, from $9.7
million and $27.8 million for the comparable periods in fiscal 2001.
Depreciation expense increased due to continued capital expenditures associated
with new operating units and product lines, data processing equipment and the
increase in stores installed.  Amortization expense decreased due to the change
in accounting principle under SFAS No. 142 (see Note 5), to $0.7 million in the
third quarter and $2.2 million for the first nine months of fiscal 2002,
respectively, from $1.6 million and $3.9 million in comparable periods of fiscal
year 2001.

Interest expense, net and other decreased to approximately $51,000 net expense
for the third quarter of fiscal 2002 from approximately $1,283,000 net expense
for the comparable period in fiscal 2001.  This decrease in net expense is
primarily attributable to favorable fluctuations in exchange rates between U.S.
and European currencies during the quarter ended December 31, 2001, as compared
to the quarter ended December 31, 2000.  Interest expense, net and other for the
nine months ended December 31, 2001, was approximately $1,921,000, consistent
with the prior fiscal period expense of approximately $1,988,000.

The provision for income taxes was $10.0 million, or 36.5 % of income before
income taxes and minority interest, for the third quarter of fiscal 2002,
compared to $10.0 million, or 38.0% of income before income taxes and minority
interest, for the same period in fiscal 2001.  The rate

                                       10
<PAGE>

decrease is primarily due to the change in accounting principle under SFAS No.
142 pursuant to which the Company's earnings before income tax increased while
the actual calculation of tax expense remained constant (see Note 5). The
Company's effective tax rate is higher than the federal statutory income tax
rate due to state and foreign income taxes and the effect of various
nondeductible expenses.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No.
141").  SFAS No. 141 requires that all business combinations completed after
June 30, 2001 be accounted for by using the purchase method of accounting.  The
implementation of SFAS No. 141 as of December 31, 2001 did not have any effect
on the Company's financial statements.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). SFAS No. 142 addresses the accounting and reporting for
goodwill and other intangibles.  SFAS No. 142 is required for financial
statements relating to fiscal years beginning after December 15, 2001.  As
permitted, the Company has chosen to adopt SFAS No. 142 early, effective as of
April 1, 2001.  In addition, proforma amounts have been presented on the face of
the statements of income as if SFAS No. 142 had been implemented as of April 1,
2000.

Goodwill will no longer be amortized but instead will be subject to impairment
tests at least annually.   Impairment is defined as a fair market value less
than the carrying value of the asset on the financial statements.  SFAS No. 142
requires that the Company test all goodwill for impairment within six months of
implementation.  The Company has performed the required first step of testing
for impairment by utilizing the discounted cash flow method and is not reporting
any impairment of goodwill.

The reduction of goodwill amortization due to the adoption of SFAS No. 142
increased net income by approximately $1.4 million or $.02 diluted earnings per
share in the third quarter of fiscal 2002.  Pro forma impact on third quarter
fiscal 2001 resulted in an increase in net income of approximately $1.0 million
or $.01 diluted earnings per share.

                                       11
<PAGE>

Set forth below is the proforma SFAS No. 142 effect on results of operations for
fiscal year 2001:

<TABLE>
<CAPTION>
                                                 1/st/ Quarter    2/nd/ Quarter    3/rd/ Quarter    4/th/ Quarter     Total Year
                                                ---------------  ---------------  ---------------  ---------------   ------------
<S>                                               <C>             <C>              <C>              <C>              <C>
Net Income                                             $11,743          $15,062          $16,825          $14,505          $58,135

Addback:  Goodwill Amortization                            628              894              977            1,043            3,542
                                                  ------------  ---------------  ---------------  ----------------   -------------
Adjusted Net Income                                    $12,371          $15,956          $17,802          $15,548          $61,677

Diluted:
Net Income Per Common Share                            $  0.20          $  0.26          $  0.29          $  0.25          $  1.00
Addback:  Goodwill Amortization                           0.02             0.01             0.01             0.02             0.06
                                                  ------------  ---------------  ---------------  ----------------   -------------
Adjusted net Income per Common Share                   $  0.22          $  0.27          $  0.30          $  0.27          $  1.06

Weighted Average Common Shares Outstanding              57,480           58,348           58,377           57,584           57,919

Basic:
Net Income Per Common Share                            $  0.21          $  0.27          $  0.30          $  0.26          $  1.04
Addback:  Goodwill Amortization                           0.01             0.02             0.02             0.02             0.07
                                                  ------------  ---------------  ---------------  ----------------   -------------
Adjusted Net Income per Common Share                   $  0.22          $  0.29          $  0.32          $  0.28          $  1.11

Weighted Average Common Shares Outstanding              55,380           55,786           55,955           55,936           55,767
</TABLE>

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS No. 143"). SFAS No. 143 establishes accounting standards for
recognition and measurement of a liability for an asset retirement obligation
and the associated asset retirement cost.  SFAS No. 143 is effective for
financial statements relating to fiscal years beginning after June 15, 2002.
Management does not expect SFAS No. 143 to have a material effect on the
Company's financial statements.

In September 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets.  SFAS No. 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001.   Management does not expect SFAS No.
144 to have a material effect on the Company's financial statements.


Liquidity and Capital Resources

The Company's primary capital expenditures are store equipment and third party
store installation costs, as well as data processing equipment for the Company's
central data processing facilities.  Total store equipment and third party store
installation costs typically range from $3,000 to $13,000 per store.  During the
first nine months of fiscal 2002 and 2001, the Company made capital expenditures
of $23.9 million and $45.5 million, respectively.  The pace of installations
varies depending on the timing of contracts entered into with retailers and the
scheduling of store installations by mutual agreement.

Earnout payments of approximately $30.4 million were made during the first nine
months of fiscal 2002 per the terms of the Alliance Research, Market Logic, and
Compuscan acquisition

                                       12
<PAGE>

agreements of which $14.7 million was accrued as of March 31, 2001. These
payments resulted in an increase in goodwill of $29.4 million and an increase in
patents of $1.0 million.

Additionally, the Company purchased patents in the amount of $.3 million during
the first nine months of fiscal 2002.

Subsidiary stock repurchases of approximately $1.8 million were made during the
first nine months of fiscal year 2002.  These payments are accounted for as an
increase in goodwill.

During the first nine months of fiscal 2002 the Company repurchased 1,621,100
shares of its common stock for a total of $46.5 million.  On July 26, 2001, the
Board of Directors approved additional repurchases of the Company's common stock
to a total of $75.0 million. As of December 31, 2001, $43.6 million was still
available for share repurchase under the July 26, 2001 authorization.

The Company believes working capital generated by operations along with existing
credit facilities is sufficient for its overall capital requirements.

Forward Looking Statements

The statements in this Form 10-Q may be forward looking, and actual results may
differ materially.  Statements not based on historical 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 manufacturers for the issuance of certain product coupons, 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, and the Company's ability to
maintain favorable client relationships.


Item 3.   Quantitative and Qualitative Disclosure About Market Risk

Not Applicable

                                       13
<PAGE>

                          Part II - Other Information



Item 4.        Exhibits and Reports on Form 8-K.

               a. Exhibits

Exhibit
-------
 No.                       Description of Document
 ---                       -----------------------

  *3.3    --   Restated Certificate of Incorporation

 **3.3.1  --   Certificate of Amendment of Certificate of Incorporation, a copy
               of which is attached as an exhibit to the Company's Annual Report
               on Form 10-K for the year ended March 31, 1997

 **3.3.2  --   Certificate of Designation, Preferences and Rights setting forth
               the terms of the Company's Series X Junior Participating
               Preferred Stock, par value $.01 per share, a copy of which is
               attached as an exhibit to the Company's Annual Report on Form 10-
               K for the year ended March 31, 1997

  *3.4    --   Restated Bylaws

**10.4    --   Amended and Restated 1989 Stock Option Plan, a copy of which is
               attached as an exhibit to the Company's Annual Report on Form 10-
               K for the year ended March 31, 1994

**10.4.1  --   Second Amended and Restated 1989 Stock Option Plan, a copy of
               which is attached as an exhibit to the Company's Report on Form
               10Q for the quarter ended June 30, 1997

**10.4.2  --   Third Amended and Restated 1989 Stock Option Plan, a copy of
               which is attached as an exhibit to the Company's Annual Report on
               Form 10-K for the year ended March 31, 1999

* 10.12   --   Form of Director and Officer Indemnification Agreement

**10.18   --   Lease Agreement dated as of June 30, 1993 by and between QP One
               Corporation, a Minnesota corporation, as landlord, and
               Registrant, as tenant, a copy of which is attached as an exhibit
               to the Company's Annual Report on Form 10-K for the year ended
               March 31, 1994

**10.18.1 --   First Amendment dated as of December 20, 1993, to the Lease
               Agreement dated as of June 30, 1993, by and between QP One
               Corporation, a Minnesota corporation, as landlord, and
               Registrant, as tenant, a copy of which is attached as an exhibit
               to the Company's Annual Report on Form 10-K for the year ended
               March 31, 1994

**10.21   --   1992 Director Stock Grant Plan, as amended on July 23, 1996, a
               copy of which is attached as an exhibit to the Company's Annual
               Report on Form 10-K for the year ended March 31, 1997

**10.22   --   Employee Payroll Deduction Stock Purchase Plan, a copy of which
               is attached as an exhibit to the Company's Annual Report on Form
               10-K for the year ended March 31, 1995

**10.24   --   Lease Agreement dated as of September 5, 1996 by and between
               Interior Design Services, Inc., a Florida corporation, as
               landlord, and Registrant, as tenant, a copy of which is attached
               as an exhibit to the Company's Annual Report on Form 10-K for the
               year ended March 31, 1997

                                       14
<PAGE>

Exhibit
-------
No.                           Description of Document
---                           -----------------------

**10.25   --   Stockholder Protection Agreement, dated May 8, 1997, between the
               Registrant and ChaseMellon Shareholder Services, L.L.C., as
               rights agent, a copy of which is attached as an exhibit to the
               Company's Current Report on Form 8-K filed on May 8, 199 7

**10.26   --   Credit Agreement dated as of September 30, 1997, by and between
               the Registrant and NationsBank, National Association, as agent
               and lender, and the other lenders party thereto, a copy of which
               is attached as an exhibit to the Company's Report on Form 10Q for
               the quarter ended September 30, 1997

**10.26.1 --   First amendment dated as of August 12, 1998, to the Credit
               Agreement dated as of September 30, 1997, by and between the
               Registrant and NationsBank, National Association, as agent and
               lender, and other lenders party thereto, a copy of which is
               attached as an exhibit to the Company's Report on Form 10Q for
               the quarter ended September 30, 1998

**10.26.2 --   Second Amendment dated as of February 19, 1999, to the Credit
               Agreement dated as of September 30, 1997, by and between the
               Registrant and Nationsbank, National Association, as agent and
               lender, and the other lenders party thereto, a copy of which is
               attached as an exhibit to the Company's Report on Form 10-Q for
               the quarter ended September 30, 1999

**10.27   --   1999 Stock Option Plan, a copy of which is attached as an exhibit
               to the Company's Report on Form 10-Q for the quarter ended June
               30, 1999

**10.28   --   Lease Agreement dated as of October 21, 1999 by and between First
               Security Bank, National Association, as the owner trustee under
               Dolphin Realty Trust 1999-1, as lessor, and Catalina Marketing
               Sales Corporation, as lessee, a copy of which is attached as an
               exhibit to the Company's Report on Form 10-Q for the quarter
               ended September 30, 1999

**10.29   --   Participation Agreement dated as of October 21, 1999 among
               Catalina Marketing Sales Corporation, as lessee; the Registrant,
               as guarantor; First Security Bank, National Association, as the
               owner trustee under Dolphin Realty Trust 1999-1, as lessor and
               borrower; the various banks and other lending institutions and
               First Union National Bank, as the agent for the lenders, a copy
               of which is attached as an exhibit to the Company's Report on
               Form 10-Q for the quarter ended September 30, 1999

**10.30   --   Purchase and Sale Agreement dated as of October 21, 1999 by and
               among 200 Carillon, LLC, as seller, Echelon International
               Corporation, as developer, and Catalina Marketing Sales
               Corporation, as buyer, a copy of which is attached as an exhibit
               to the Company's Report on Form 10-Q for the quarter ended
               September 30, 1999

**10.31   --   Credit Agreement dated as of September 25, 2000, by and between
               the Registrant and Bank One, NA, as agent and lender, and the
               other lenders party thereto, a copy of which is attached as an
               exhibit to the Company's Report on Form 10-Q for the quarter
               ended September 30, 2000.

**10.32   --   Amendment No. 1 To Certain Operative Agreements dated as
               September 15, 2000, by and between First Security Bank, National
               Association, as the owner trustee under Dolphin Realty Trust
               1999-1, as lessor, and Catalina Marketing Sales Corporation, as
               lessee a copy of which is attached as an exhibit to the Company's
               Report on Form 10-Q for the quarter ended September 30, 2000.

  15           Acknowledgment Letter

  99           Review Report of Independent Certified Public Accountants

                                       15
<PAGE>

  *       Incorporated by reference to the Company's Registration Statement on
          Form S-1 Registration No. 33-45732, originally filed with the
          Securities and Exchange Commission on February 14, 1992, and declared
          effective (as amended) on March 26, 1992.

 **       Previously filed as indicated.



               b.  Reports of Form 8-K

               None

                                       16
<PAGE>

                        CATALINA MARKETING CORPORATION

                                  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, Registrant's principal financial officer, thereunto duly
authorized.



February 13, 2001                       CATALINA MARKETING CORPORATION
                                        ----------------------------------------
                                        (Registrant)




                                                /s/ Joseph P. Port
                                        ----------------------------------------
                                        Joseph P. Port
                                        Executive Vice President and Chief
                                        Financial Officer (Authorized officer of
                                        Registrant and principal financial
                                        officer)





                                       17