HBO & CO
10-Q, 1996-05-03
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                 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 ENDING MARCH 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 0-9900
 
                                 HBO & COMPANY
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                              <C>
           DELAWARE                 37-0986839
 (State or other jurisdiction    (I.R.S. Employer
              of                  Identification
incorporation or organization)       Number)
</TABLE>
 
                           301 PERIMETER CENTER NORTH
                                ATLANTA, GEORGIA
                                     30346
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (770) 393-6000
              (Registrant's telephone number, including area code)
                                      N/A
              (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 CORPORATE ISSUERS:
 
Indicate  the number of  shares outstanding of  each of the  issuer's classes of
common stock as of the latest practicable date.
 
<TABLE>
<CAPTION>
                         CLASS                                         OUTSTANDING AT APRIL 30, 1996
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
              Common Stock, $.05 par value                                       40,386,274
</TABLE>
 
                            Exhibit Index on Page 9
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                  Page 1 of 14
<PAGE>
                        PART I -- FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS.
 
                    CONSOLIDATED BALANCE SHEETS -- UNAUDITED
                                 (000 OMITTED)
 
<TABLE>
<CAPTION>
                                            ASSETS
                                                                         MARCH 31,   DEC. 31,
                                                                           1996        1996
                                                                        -----------  ---------
CURRENT ASSETS:
<S>                                                                     <C>          <C>
  Cash and Cash Equivalents...........................................   $  67,941   $  65,263
  Receivables, Net of Allowance For Doubtful Accounts of $7,954 and
   $8,330.............................................................     164,268     156,210
  Current Deferred Income Taxes.......................................      13,713      17,794
  Inventories.........................................................       8,143       6,757
  Prepaids and Other Current Assets...................................       6,745       6,346
                                                                        -----------  ---------
    Total Current Assets..............................................     260,810     252,370
                                                                        -----------  ---------
INTANGIBLES
  Net of Accumulated Amortization of $17,625 and $13,801..............     183,994     184,051
                                                                        -----------  ---------
CAPITALIZED SOFTWARE
  Net of Accumulated Amortization of $23,527 and $22,054..............      36,456      34,098
                                                                        -----------  ---------
PROPERTY AND EQUIPMENT
  Net of Accumulated Depreciation of $74,064 and $71,263..............      32,490      33,609
                                                                        -----------  ---------
DEFERRED INCOME TAXES.................................................      24,309      25,098
                                                                        -----------  ---------
OTHER NONCURRENT ASSETS, NET..........................................       7,152       5,908
                                                                        -----------  ---------
TOTAL ASSETS..........................................................   $ 545,211   $ 535,134
                                                                        -----------  ---------
                                                                        -----------  ---------
 
                             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Deferred Revenue....................................................   $  73,235   $  71,684
  Other Current Liabilities...........................................     120,077     133,436
                                                                        -----------  ---------
    Total Current Liabilities.........................................     193,312     205,120
                                                                        -----------  ---------
LONG-TERM DEBT........................................................         446         582
                                                                        -----------  ---------
OTHER LONG-TERM LIABILITIES...........................................       7,281      10,702
                                                                        -----------  ---------
    Total Liabilities.................................................     201,039     216,404
                                                                        -----------  ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Preferred Stock, 1,000 Shares Authorized and No Shares Issued.......      --          --
  Common Stock, $.05 Par Value, 60,000 Shares Authorized and 56,597
   Shares Issued......................................................       2,830       2,830
  Additional Paid-in Capital..........................................     322,162     315,906
  Retained Earnings...................................................      98,301      80,255
                                                                        -----------  ---------
                                                                           423,293     398,991
  Treasury Stock, at Cost (16,241 and 16,478 Shares)..................     (79,121)    (80,261)
                                                                        -----------  ---------
    Total Stockholders' Equity........................................     344,172     318,730
                                                                        -----------  ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................   $ 545,211   $ 535,134
                                                                        -----------  ---------
                                                                        -----------  ---------
</TABLE>
 
The accompanying Notes to Consolidated Financial Statements are an integral part
                  of these consolidated financial statements.
 
                                  Page 2 of 14
<PAGE>
                 CONSOLIDATED STATEMENTS OF INCOME -- UNAUDITED
                    (000 OMITTED EXCEPT FOR PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                    FOR THE THREE MONTHS
                                                                                       ENDED MARCH 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
<S>                                                                                 <C>        <C>
REVENUE:
  Recurring.......................................................................  $  63,796  $  37,163
  One-Time Sales..................................................................     81,282     62,020
                                                                                    ---------  ---------
    Total Revenue.................................................................    145,078     99,183
OPERATING EXPENSE:
  Cost of Operations..............................................................     65,095     48,482
  Marketing.......................................................................     20,460     13,648
  Research and Development........................................................     11,788      9,020
  General and Administrative......................................................     15,972      9,948
                                                                                    ---------  ---------
    Total Operating Expense.......................................................    113,315     81,098
                                                                                    ---------  ---------
  Operating Income................................................................     31,763     18,085
  Other (Income) Expense, Net.....................................................       (524)       242
                                                                                    ---------  ---------
  Income Before Provision for Income Taxes........................................     32,287     17,843
  Provision for Income Taxes......................................................     12,915      7,137
                                                                                    ---------  ---------
NET INCOME........................................................................  $  19,372  $  10,706
                                                                                    ---------  ---------
                                                                                    ---------  ---------
EARNINGS PER SHARE:
  Primary.........................................................................  $    0.46  $    0.29
  Fully Diluted...................................................................  $    0.46  $    0.29
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Primary.........................................................................     41,881     36,993
  Fully Diluted...................................................................     41,914     37,099
 
CASH DIVIDENDS DECLARED PER SHARE.................................................  $    0.04  $    0.04
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
 
The accompanying Notes to Consolidated Financial Statements are an integral part
                  of these consolidated financial statements.
 
                                  Page 3 of 14
<PAGE>
               CONSOLIDATED STATEMENTS OF CASH FLOWS -- UNAUDITED
                                 (000 OMITTED)
 
<TABLE>
<CAPTION>
                                                                                    FOR THE THREE MONTHS
                                                                                       ENDED MARCH 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
<S>                                                                                 <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITES:
  Net Income for the Period.......................................................  $  19,372  $  10,706
                                                                                    ---------  ---------
  Adjustments to Reconcile Net Income to Net Cash Provided by Operating
   Activities:
    Depreciation and Amortization.................................................      9,137      5,809
    Provision for Noncurrent Deferred Income Taxes................................        789      2,319
    Changes in Assets and Liabilities, Net of Acquisitions:
      Receivables.................................................................     (8,058)     3,111
      Current Deferred Income Taxes...............................................      4,081        507
      Inventories.................................................................     (1,386)    (1,311)
      Prepaids and Other Current Assets...........................................       (438)    (1,144)
      Other Noncurrent Assets.....................................................     (1,238)      (629)
      Deferred Revenue............................................................      1,551      7,373
      Other Current Liabilities...................................................    (15,176)   (17,885)
    Other, Net....................................................................        280        246
                                                                                    ---------  ---------
        Total Adjustments.........................................................    (10,458)    (1,604)
                                                                                    ---------  ---------
        Net Cash Provided by Operating Activities.................................      8,914      9,102
                                                                                    ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of Business................................................................        430     --
  Sale of Property and Equipment..................................................        493         39
  Capital Expenditures............................................................     (3,237)    (1,771)
  Capitalized Software............................................................     (3,861)    (2,919)
  Purchase of Business, Net of Cash Acquired......................................     (4,000)    (7,010)
                                                                                    ---------  ---------
        Net Cash Used in Investing Activities.....................................    (10,175)   (11,661)
                                                                                    ---------  ---------
        Net Cash Used Before Financing Activities.................................     (1,261)    (2,559)
                                                                                    ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Long-Term Debt....................................................     --         22,000
  Proceeds from Issuance of Common Stock..........................................      5,773      3,486
  Repayment of Long-Term Debt.....................................................       (229)   (17,141)
  Payment of Dividends............................................................     (1,605)    (1,271)
  Repayment of Short-Term Debt....................................................     --         (5,000)
                                                                                    ---------  ---------
        Net Cash Provided by Financing Activities.................................      3,939      2,074
                                                                                    ---------  ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................................      2,678       (485)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..................................     65,263     14,951
                                                                                    ---------  ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................................  $  67,941  $  14,466
                                                                                    ---------  ---------
                                                                                    ---------  ---------
Cash Paid During the Period For:
  Interest........................................................................  $     232  $     681
  Income Taxes....................................................................  $   4,841  $   6,382
</TABLE>
 
The accompanying Notes to Consolidated Financial Statements are an integral part
                  of these consolidated financial statements.
 
                                  Page 4 of 14
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.   The consolidated financial statements  include all adjustments that, in the
opinion of management, are necessary for a fair presentation of the results  for
the  periods indicated. All  such adjustments are of  a normal recurring nature.
Quarterly results  of  operations  are  not  necessarily  indicative  of  annual
results.  Certain  previously reported  amounts  may have  been  reclassified to
conform to  the  current  presentation.  These  statements  should  be  read  in
conjunction  with the  consolidated financial  statements and  the notes thereto
included in the Company's 1995 Annual Report to Stockholders.
 
2.  During the first quarter of 1996, the Company increased the amount available
under its existing long-term revolving credit agreement from $25 million to  $30
million.  As of March  31, 1996, there  was no outstanding  balance. Interest is
payable at the Company's option  of prime or LIBOR  plus a margin determined  by
certain  of the  Company's financial  ratios (6-1/16  as of  March 31,  1996). A
commitment fee on  the revolving credit  agreement is payable  quarterly on  the
unused  portion of the  commitment. The agreement, which  expires June 30, 1997,
contains certain net worth, income, cash flow and financial ratio covenants. The
Company is in compliance with these covenants at March 31, 1996.
 
    During the first quarter  of 1996, the  Company canceled one  of its two  $5
million unsecured lines of credit.
 
    The Company has extended until June 30, 1997, its agreement with a financial
institution  whereby  the Company  can sell  on an  ongoing basis,  with partial
recourse, an undivided interest in a  pool of customer receivables. As of  March
31,  1996, the amount available  to be sold was $30  million and the amount sold
was $25 million. Interest is payable at  the Company's option of prime or  LIBOR
plus a margin determined by certain of the Company's financial ratios (6-1/16 as
of  March 31, 1996). The Company, as agent for the purchaser, retains collection
and administrative responsibilities for the receivables sold.
                            ------------------------
 
    The financial information included in this Quarterly Report on Form 10-Q has
been reviewed  by  Arthur  Andersen  LLP,  independent  public  accountants,  in
accordance  with established  professional standards  and procedures  for such a
review as set forth in their review letter presented on page 8 of this report.
                            ------------------------
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
 
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1996, COMPARED TO QUARTER ENDED MARCH 31, 1995:
 
    For the first  quarter of  1996, HBO &  Company posted  record earnings  per
share  of $.46,  a 59% increase  over earnings per  share of $.29  for the first
quarter of 1995. Quarterly  revenue increased 46% to  $145.1 million from  $99.2
million  for the first  quarter of 1995, while  operating expense increased only
40% to $113.3 million from $81.1 million  in 1995. These changes in revenue  and
expense  combined to boost quarterly net income  81% to $19.4 million from $10.7
million for the first quarter of 1995.
 
    The  Company's  revenue  growth  was  fueled  primarily  by  the  healthcare
industry's  growing  interest  in  enterprisewide  solutions  and  the Company's
ability to provide products and services that fit this profile. In addition, the
June 1995 acquisition of First Data Health Systems Corporation (now known as the
Charlotte Product Group  or CPG) contributed  to the growth  in maintenance  and
remote  processing revenue. Revenue  per average employee  increased to $170,000
for the first quarter of 1996, from $149,000 for the same period in 1995.
 
    Software license fee revenue grew 38% to $34.2 million for the first quarter
of 1996  from $24.8  million in  the first  quarter of  1995. The  increase  was
primarily due to the growing demand for the Pathways 2000 line of enterprisewide
solutions and continued strong sales of TRENDSTAR decision support products.
 
                                  Page 5 of 14
<PAGE>
    Hardware  revenue increased  33% to $21.0  million for the  first quarter of
1996 from $15.8 million for the first quarter of 1995. This increase was  mainly
due to hardware deliveries related to strong sales in the fourth quarter of 1995
and  the first quarter of 1996. Hardware  revenue also increased due to sales of
add-on hardware resulting from a more focused effort to sell additional items to
existing customers.  The Company  has  successfully maintained  stable  hardware
margins  and continues to  design its software  products to run  on a variety of
hardware platforms.
 
    Implementation services revenue for the first quarter of 1996 increased  22%
from  the first quarter of  1995, primarily due to  greater system sales and the
addition of  CPG.  The Company  continues  to  invest in  programs  designed  to
streamline  the implementation process and  encourage customer ownership of each
step  of  that  process.  As  a  result,  the  productivity  of  the   Company's
implementation personnel continues to improve.
 
    Maintenance and support revenue increased 55% to $41.0 million for the first
quarter  of 1996 from $26.4 million in  the first quarter of 1995. This increase
was mainly due to the continued expansion of the customer base from acquisitions
and internal growth.  The Company is  in the process  of implementing a  central
support  system  which will  service  all product  lines  and business  units to
streamline the timeliness and quality of issue resolution.
 
    Recurring revenue as  a percent  of total revenue  increased to  44% in  the
first  quarter of 1996 from 37% for the same period in 1995. This was due to the
addition of new customers and product lines as well as the CPG remote processing
business. This  continuing  shift  from  one-time  sales  to  recurring  revenue
provides a stable basis of cash flows to fund further expansion.
 
    Cost  of operations  as a  percent of  revenue dropped  to 45%  in the first
quarter of  1996  from  49%  in  the  first quarter  of  1995  as  a  result  of
productivity  enhancements. This in  turn, increased the gross  margin to 55% in
1996 from  51% in  1995. Cost  of operations  expense increased  over the  first
quarter  of 1995 primarily  due to increased hardware  costs associated with the
growth in  hardware sales,  costs  associated with  the remote  processing  data
center,   increased  software  and  hardware   maintenance  expense  related  to
acquisitions, and increased personnel expense due  to the overall growth of  the
Company.
 
    Marketing  expense as a percent of revenue remained constant at 14% from the
first quarter  of 1995  to 1996.  Marketing expense  increased from  quarter  to
quarter,  primarily due to higher personnel,  travel and commission expenses all
directly related to the growth in revenue of the Company.
 
    Research and development (R&D) expense as a percent of revenue decreased  to
8%  in the first quarter of 1996 from 9% in the first quarter of 1995, while the
R&D capitalization rate  increased from  24% to 25%  for the  same periods.  R&D
expense  increased primarily  due to  increased personnel  costs related  to the
Company's plan of aggressively developing enhancements to existing products  and
bringing new products to the point of general availability.
 
    General  and administrative expense as a percent of revenue increased to 11%
in the  first quarter  of 1996  from  10% in  the first  quarter of  1995.  This
increase was primarily due to increased facilities costs and increased personnel
expense due to acquisitions and overall growth in the Company.
 
    Operating  expense grew at a slower rate than revenue due to successful cost
control programs and productivity enhancements. Total operating income increased
76%, and operating  income as  a percent  of revenue  increased to  22% in  1996
compared  to 18%  in 1995. These  increases demonstrate a  significant growth in
volume and increased efficiency in operations.
 
    The tax rate remained constant at 40% for all periods presented.
 
                                  Page 6 of 14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
MARCH 31, 1996, COMPARED TO DECEMBER 31, 1995:
 
    HBOC continues to maintain a strong  balance sheet. At March 31, 1996,  with
$67.9  million in  cash, no  debt and  an improving  current ratio,  the Company
remains well positioned for continued growth.
 
    During the first quarter of 1996, the Company generated $8.9 million in cash
flow from operations.  The Company  used $10.2 million  in investing  activities
primarily   consisting  of  a  $4.0   million  contractual  contingency  payment
associated with the  1995 purchase  of Pegasus  Medical Ltd.,  $3.9 million  for
software  development capitalization and $3.2  million for capital expenditures.
An additional $3.9 million was generated from financing activities. As a result,
the Company's cash balance increased slightly to $67.9 million at March 31, 1996
from $65.3 million at December 31, 1995.
 
    The Company's  current ratio  increased to  1.35:1 at  March 31,  1996  from
1.23:1  at  December  31, 1995.  Current  assets increased  $8.4  million mainly
reflecting increases in receivables and cash, partially offset by a decrease  in
current  deferred  income taxes.  Receivables  management is  a  key performance
factor for the Company,  and although management believes  that the Company  has
better  receivables performance  than most of  its competitors,  it continues to
place a high priority on this area. Current liabilities decreased $11.8  million
due  to  the reduction  in year-end  accruals  and payables,  specifically those
related to employee incentive plans, partially offset by an increase in customer
deposits.
 
    The Company has access to several  financing sources including a $5  million
line  of credit and  a $30 million  revolving credit agreement.  As of March 31,
1996, there were no outstanding balances on either.
 
    The stability of  the Company's  liquidity is  enhanced as  the revenue  mix
continues  to shift towards  recurring revenue. This  provides a stable, growing
source of cash for operating, investing  and financing needs that should  enable
the Company to achieve its strategic objectives.
 
                                  Page 7 of 14
<PAGE>
                              ARTHUR ANDERSEN LLP
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Stockholders and
Board of Directors of
HBO & Company:
 
    We  have  reviewed  the accompanying  consolidated  balance sheet  of  HBO &
Company (a Delaware corporation) and Subsidiaries  as of March 31, 1996 and  the
related  consolidated statements  of income and  cash flows  for the three-month
period then  ended. These  financial statements  are the  responsibility of  the
Company's management.
 
    We  conducted our  review 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, the objective of which is
the  expression  of an  opinion regarding  the financial  statements taken  as a
whole. Accordingly, we do not express such an opinion.
 
    Based on our  review, we are  not aware of  any material modifications  that
should  be made to the financial statements referred  to above for them to be in
conformity with generally accepted accounting principles.
 
    We have previously audited, in  accordance with generally accepted  auditing
standards, the balance sheet of HBO & Company as of December 31, 1995 (presented
herein),  and in our report dated February  6, 1996, we expressed an unqualified
opinion on that statement.
 
                                          Arthur Andersen LLP
 
Atlanta, Georgia
April 16, 1996
 
                                  Page 8 of 14
<PAGE>
                          PART II - OTHER INFORMATION
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
 
<TABLE>
<S>        <C>        <C>                                                                          <C>
(a)        Exhibits:                                                                                    PAGE
                                                                                                   ---------
                  10  Indemnification Agreement, dated as of April 11, 1996, between Bank of
                      America National Trust and Savings Association and HBO & Company of
                      Georgia....................................................................         11
 
                  11  Statement regarding computation of per share earnings......................         12
 
                  15  Letter re: unaudited interim financial information.........................         13
 
                  27  Financial Data Schedule....................................................         14
 
(b)        Reports on Form 8-K during the quarter ended March 31, 1996, or subsequent to that date but prior
           to the filing date of this Form 10-Q:
 
           FORM 8-K DATED FEBRUARY 27, 1996:
 
                      Reporting under Item 5 that the Company's Board of Directors: i) approved an amendment
                      to  the Certificate of  Incorporation to increase  the number of  shares of authorized
                      Common Stock  from 60  million to  250 million  subject to  stockholder approval;  ii)
                      announced  its intention to declare  a two-for-one stock split in  the form of a stock
                      dividend contingent upon stockholder  approval of the  increase in authorized  shares;
                      and  iii) declared a  quarterly dividend of $.04  per share payable  April 22, 1996 to
                      stockholders of record March 29, 1996.
</TABLE>
 
                                  Page 9 of 14
<PAGE>
                                   SIGNATURE
 
    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.
 
                                          HBO & COMPANY
                                          (Registrant)
 
<TABLE>
<S>                                            <C>
Date: May 2, 1996                              By: /s/JAY P. GILBERTSON
                                               Jay P. Gilbertson
                                                     Senior Vice President-Finance,
                                                     Chief Financial Officer,
                                                     Principal Accounting Officer,
                                                     Treasurer and Assistant Secretary
</TABLE>
 
                                 Page 10 of 14

<PAGE>
                                                                      EXHIBIT 10
 
                           INDEMNIFICATION AGREEMENT
 
    Indemnification  Agreement,  dated as  of April  11,  1996, between  Bank of
America National Trust and Savings Association, a national bank (the "Bank") and
HBO & Company of Georgia, a Delaware corporation (the "Company").
 
    WHEREAS, the Bank has  notified the Company that  the grid note, dated  June
25,  1993 with  respect to  that certain  $5,000,000 uncommitted  demand line of
credit (the "Note") payable to the order  of the Bank in the original  principal
amount of U.S. dollars of Five Million ($5,000,000) and issued by the Company to
the Bank;
 
    WHEREAS, the Company has requested that the Note be returned to the Company;
 
    WHEREAS,  the Bank considers  the Note paid  in full and  canceled as of the
date hereof;
 
    IT IS THEREFORE, AGREED AS FOLLOWS:
 
    1.   REPRESENTATIONS AND  WARRANTIES  OF THE  BANK.  The Bank  warrants  and
represents  to the Company that  (a) the Note was not  endorsed by the Bank; (b)
neither the right to receive payment under the Note nor any other rights of  the
Bank therein have been assigned, transferred, hypothecated, pledged or otherwise
disposed  of by the Bank, either in whole or  in part; and (c) the Note has been
lost, stolen or destroyed and diligent efforts made to locate it have failed  to
do so.
 
    2.   INDEMNIFICATION. The Bank  hereby agrees that (a)  in case the original
Note can be found or comes into the  hands, custody or power of the Bank or  its
successors  or  assigns, or  into  the hands,  custody  or power  of  any entity
controlled by the Bank or its successors or assigns, the Note shall be delivered
to the Company  in order to  be canceled, and  (b) the Bank,  its successors  or
assigns,  shall at all  times indemnify and  save harmless the  Company from and
against any and all claims, actions and suits, and from and against any and  all
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every  nature and character by reason of the original Note, until the redelivery
and cancellation of the original Note.
 
    IN WITNESS THEREOF, the  undersigned has executed this  Agreement as of  the
date first above written.
 
                                          BANK OF AMERICA NATIONAL TRUST
                                          AND SAVINGS ASSOCIATION
                                          By:_MICHAEL J. MCKENNEY_______________
                                          Title:________________________________
                                                     Michael J. McKenney
                                                        Vice President
 
                                 Page 11 of 14

<PAGE>
                                                                      EXHIBIT 11
 
                         HBO & COMPANY AND SUBSIDIARIES
               COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                    (000 OMITTED EXCEPT FOR PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                             FOR THE THREE MONTHS
                                                                                                    ENDED
                                                                                                  MARCH 31,
                                                                                             --------------------
                                                                                               1996       1995
                                                                                             ---------  ---------
<S>                                                                                          <C>        <C>
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING...............................................................................     40,244     35,353
ADD -- Shares of common stock assumed issued upon exercise of stock options using the
       "treasury stock" method as it applies to the computation of primary earnings per
       share...............................................................................      1,637      1,640
                                                                                             ---------  ---------
NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING..................................     41,881     36,993
ADD -- Additional shares of common stock assumed issued upon exercise of stock options
       using the "treasury stock" method as it applies to the computation of fully diluted
       earnings per share..................................................................         33        106
                                                                                             ---------  ---------
NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING ASSUMING FULL DILUTION...........     41,914     37,099
                                                                                             ---------  ---------
                                                                                             ---------  ---------
NET EARNINGS FOR PRIMARY AND FULLY DILUTED EARNINGS
 PER SHARE.................................................................................  $  19,372  $  10,706
                                                                                             ---------  ---------
                                                                                             ---------  ---------
EARNINGS PER SHARE:
  PRIMARY..................................................................................  $    0.46  $    0.29
                                                                                             ---------  ---------
                                                                                             ---------  ---------
  FULLY DILUTED............................................................................  $    0.46  $    0.29
                                                                                             ---------  ---------
                                                                                             ---------  ---------
</TABLE>
 
                                 Page 12 of 14

<PAGE>
                                                                      EXHIBIT 15
 
                              ARTHUR ANDERSEN LLP
 
To HBO & Company:
 
    We  are  aware that  HBO  & Company  has  incorporated by  reference  in its
previously filed  registration statements  on Form  S-8 its  Form 10-Q  for  the
quarter  ended March 31,  1996, which includes  our report dated  April 16, 1996
covering the  unaudited  interim consolidated  financial  information  contained
therein.  Pursuant to Regulation  C of the  Securities Act of  1933 (the "Act"),
that report is not considered a  part of the registration statement prepared  or
certified  by our firm or a report prepared  or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
 
                                          Arthur Andersen LLP
 
Atlanta, Georgia
April 16, 1996
 
                                 Page 13 of 14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from HBO & 
Company Consolidated Statement of Income for the Three Months Ended 3/31/96 
and HBO & Company Consolidated Balance Sheet at 3/31/96 and is qualified in 
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          67,941
<SECURITIES>                                         0
<RECEIVABLES>                                  172,222
<ALLOWANCES>                                     7,954
<INVENTORY>                                      8,143
<CURRENT-ASSETS>                               260,810
<PP&E>                                         106,554
<DEPRECIATION>                                  74,064
<TOTAL-ASSETS>                                 545,211
<CURRENT-LIABILITIES>                          193,312
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,830
<OTHER-SE>                                     341,342
<TOTAL-LIABILITY-AND-EQUITY>                   545,211
<SALES>                                              0
<TOTAL-REVENUES>                               145,078
<CGS>                                                0
<TOTAL-COSTS>                                   65,095
<OTHER-EXPENSES>                                48,220
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 32,287
<INCOME-TAX>                                    12,915
<INCOME-CONTINUING>                             19,372
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    19,372
<EPS-PRIMARY>                                     0.46
<EPS-DILUTED>                                     0.46
        

</TABLE>


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