8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 28, 2010

DICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

001-33584	20-3179218
(Commission File Number)	(IRS Employer Identification No.)
1040 AVENUE OF THE AMERICAS, 16TH FLOOR, NEW YORK, NEW YORK	10018
(Address of Principal Executive Offices)	(Zip Code)

(212) 725-6550

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 28, 2010, Dice Holdings, Inc. (the “Company”) reported its results of operations for the fiscal quarter ended March 31, 2010. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Press Release, dated April 28, 2010

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 hereunto duly authorized.

	DICE HOLDINGS, INC.
Date: April 28, 2010	By:	/S/    MICHAEL P. DURNEY
	Name:	Michael P. Durney
	Title:	Senior Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release, dated April 28, 2010

EX-99.1

Exhibit 99.1

DRAFT & CONFIDENTIAL

Dice Holdings, Inc. Reports First Quarter 2010 Results

• Revenues declined 9% year-over-year to $26.8 million

• Net income of $3.3 million or $0.05 per diluted share

• Adjusted EBITDA totaled $9.9 million or 37% of Revenues (See “Notes Regarding the Use of Non-GAAP Financial Measures”)

• Cash flow from operations grew 70% year-over-year to $11.6 million

• Deferred revenue increased 13% during the quarter, or $4.5 million

• Total debt outstanding reduced by $15.3 million in the first quarter of 2010; Company moves to net cash position of $7.7 million (See “Notes Regarding the Use of Non-GAAP Financial Measures”)

New York, New York, April 28, 2010 —Dice Holdings, Inc. (NYSE: DHX), a leading provider of specialized career websites for professional communities, today reported financial results for the quarter ended March 31, 2010.

First Quarter Operating Results

Revenues for the quarter ended March 31, 2010 totaled $26.8 million, a decline of 9% from $29.6 million in the comparable quarter of 2009. Currency translation from pound sterling to U.S. dollars favorably impacted revenues by $0.5 million from first quarter 2009. Recruitment activity improved at both Dice.com and eFinancialCareers.com as compared to both the first and fourth quarters of 2009.

Operating expenses totaled $20.8 million for the quarter ended March 31, 2010, a decline of 5% from the comparable quarter in 2009. The increase in sales and marketing expense was primarily driven by higher sales compensation costs as a result of increased customer activity. That increase, as well as investments in product development were more than offset by declines in amortization and general and administrative expenses.

Net income for the quarter ended March 31, 2010 totaled $3.3 million or $0.05 earnings per diluted share, compared to net income of $3.9 million in the first quarter of 2009.

Net cash provided by operating activities for the quarter ended March 31, 2010 was $11.6 million, an increase of 70% from $6.8 million in the comparable quarter of 2009.

Adjusted EBITDA for the quarter ended March 31, 2010 was $9.9 million, compared with $14.0 million for the first quarter of 2009. See “Notes Regarding the Use of Non-GAAP Financial Measures.”

1

Operating Segment Results

For the quarter ended March 31, 2010, DCS Online revenues were $19.1 million or 71% of Dice Holdings’ consolidated revenues, representing a 13% decrease from the comparable 2009 quarter. The decrease was primarily a result of a decline in the average number of recruitment package customers served, partially offset by a 27% year-over-year increase in revenues at ClearanceJobs.

The eFinancialCareers segment, which consists of eFinancialCareers operations outside of North America, accounted for 23% of Dice Holdings’ consolidated revenues in the first quarter of 2010. For the quarter ended March 31, 2010, eFinancialCareers revenues increased 3% to $6.1 million. Currency translation from pound sterling to U.S. dollars favorably impacted revenues by $0.5 million from the comparable 2009 quarter. Measured in pound sterling, the eFinancialCareers segment declined 5%; however, revenues from the U.K. business grew 5% from the previous year’s first quarter.

The remaining businesses operated by Dice Holdings, which include the eFinancialCareers operations in North America, AllHealthcareJobs (since the date of acquisition, June 10, 2009) and Targeted Job Fairs, are reported in the Other category. Other revenues decreased 2% to $1.6 million for the quarter ended March 31, 2010.

Balance Sheet

Deferred revenue at March 31, 2010 was $38.4 million compared to $33.9 million at December 31, 2009 and $38.1 million at March 31, 2009. The $4.5 million or 13% sequential increase in deferred revenue is primarily attributed to an improvement in the renewal rate of annual contracts, as well as an increase in new business at Dice.com.

Net cash, defined as cash and cash equivalents and marketable securities less total debt, was $7.7 million at March 31, 2010, consisting of cash and cash equivalents and marketable securities of $42.7 million minus total debt of $35.0 million. This compares to a net debt balance of $1.2 million at December 31, 2009, consisting of total debt of $50.3 million minus cash and cash equivalents and marketable securities of $49.1 million. In addition to making its quarterly amortization payment, the Company prepaid $15.0 million of the term loan portion of its Amended and Restated Credit Facility which matures in March 2012.

Management Comments

Scot Melland, Chairman, President and Chief Executive Officer, stated, “Recruitment activity increased in our core technology and finance markets. For Dice.com, new business booked in the quarter was the best it’s been since mid-2008. And we are pleased to show year-over-year revenue growth at eFinancialCareers in the U.K., our largest financial services market.” Mr. Melland added, “As confidence grows in the recovery, employee turnover is likely to increase and that’s an additional driver of our business. However, we’re not simply relying on more favorable markets and increased turnover. We have stepped up our investment in product development and marketing to capitalize on our leading position in recruiting professionals.”

Michael Durney, Senior Vice President, Finance and Chief Financial Officer, said, “The growth in deferred revenue and the surge in cash generation are more indicators on the path of improvement. Thus far, we have chosen to utilize the majority our cash for debt prepayments, reducing debt by more than $15 million since the beginning of the year.” Mr. Durney stated, “As we’ve demonstrated, we have the financial strength and discipline to deliver strong profitability within range of our long-term goal. We achieved these results while investing in product and marketing, as well as recognizing the impact of increases in sales compensation from higher sales. We are well positioned to grow our business, and importantly, our bottom line in a high-quality manner.”

2

Business Outlook

The Company is providing a current, point-in-time view of estimated financial performance based on what it sees as of April 28, 2010 for both the quarter ending June 30, 2010 and the year ending December 31, 2010. The Company’s actual performance will vary based on a number of factors including those that are outlined in our Annual Report on Form 10-K for the year ended December 31, 2009, in the sections entitled “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our quarterly reports on Form 10-Q.

	Quarter ending June 30, 2010			Year ending December 31, 2010
Total Revenue	$	28.5	mm	$	116	mm
Estimated Contribution by Segment
DCS Online		73	%		73	%
eFinancialCareers		22	%		22	%
Other		5	%		5	%
Sales & Marketing expense	$	10.5	mm	$	41	mm
Adjusted EBITDA	$	10.5	mm	$	45	mm
Depreciation and amortization	$	3.5	mm	$	12	mm
Non-cash stock compensation expense	$	1.0	mm	$	4	mm
Interest expense, net	$	1.0	mm	$	4	mm
Income taxes	$	1.8	mm	$	9	mm
Net income	$	3.2	mm	$	16	mm
Adjusted EBITDA Margin		37	%		39	%
Fully diluted share count		68	mm		68	mm

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Conference Call Information

The Company will host a conference call to discuss first quarter 2010 results today at 8:30 a.m. Eastern Time. Hosting the call will be Scot W. Melland, Chairman, President and Chief Executive Officer, and Michael P. Durney, Senior Vice President, Finance and Chief Financial Officer.

The conference call can be accessed live over the phone by dialing 800-329-9097 or for international callers by dialing 617-614-4929; the participant passcode is 50646693. A replay will be available two hours after the call and can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers; the replay passcode is 43171615. The replay will be available until May 5, 2010.

The call will also be webcast live from the Company’s website at www.diceholdingsinc.com under the Investor Relations section.

Upcoming Investor Conference

Scot Melland, Chairman, President and CEO and Michael Durney, Senior Vice President, Finance and CFO, will present on Tuesday, May 11, 2010 at the Jefferies 6th Annual Internet, Media and Telecom Conference in New York City. The presentation will begin at 8:00 a.m. Eastern Time. Investors and interested parties may listen to a live webcast of the presentation by visiting the Company’s website at www.diceholdingsinc.com under the Investor Relations section.

Investor Contact:

Jennifer Bewley

Director, Investor Relations

Dice Holdings, Inc.

212-448-4181

IR@dice.com

Media Contacts:

Makovsky + Company

Kona Luseni

212-508-9684

kluseni@makovsky.com

About Dice Holdings, Inc.

Dice Holdings, Inc. (NYSE: DHX) is a leading provider of specialized career websites for professional communities, including technology and engineering, financial services, accounting and finance, healthcare, and security clearance. Our mission is to help our customers source and hire the most qualified professionals in select and highly skilled occupations, and to help those professionals find the best job opportunities in their respective fields and further their careers. For more than 19 years, we have built our company by providing our customers with quick and easy access to high-quality, unique professional communities and offering those communities access to highly relevant career opportunities and information. Today, we serve multiple markets primarily in North America, Europe, the Middle East, Asia and Australia.

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Notes Regarding the Use of Non-GAAP Financial Measures

Dice Holdings, Inc. (the “Company”) has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States (“GAAP”) and may be different from non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock based compensation expense, and other non-recurring income or expense (“Adjusted EBITDA”), free cash flow, net cash and net debt, provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes.

Adjusted EBITDA

Adjusted EBITDA is a metric used by management to measure operating performance. Management uses Adjusted EBITDA as a performance measure for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses this measure to calculate amounts of performance based compensation under the senior management incentive bonus program. Adjusted EBITDA, as defined in our Amended and Restated Credit Facility, represents net income (loss) before interest expense, interest income, income tax expense, depreciation and amortization, non-cash stock compensation expense, extraordinary or non-recurring non-cash income or expense, and to add back the deferred revenues written off in connection with acquisition purchase accounting adjustments.

We consider Adjusted EBITDA, as defined above, to be an important indicator to investors because it provides information related to our ability to provide cash flows to meet future debt service, capital expenditures and working capital requirements and to fund future growth as well as to monitor compliance with financial covenants. We present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period and company to company by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

We present Adjusted EBITDA because covenants in our Amended and Restated Credit Facility contain ratios based on this measure. Our Amended and Restated Credit Facility is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Amended and Restated Credit Facility that are based on Adjusted EBITDA may be violated and could cause, among other things, an inability to incur further indebtedness and in certain circumstances a default or mandatory prepayment under our Amended and Restated Credit Facility.

Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity.

5

Free Cash Flow

We define free cash flow as net cash provided by operating activities from continuing operations minus capital expenditures. We believe free cash flow is an important non-GAAP measure as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness or repurchase our common stock. We use free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it excludes cash used for capital expenditures during the period.

Net Cash/Net Debt

Net Cash is defined as cash and cash equivalents and marketable securities less total debt. Net Debt is defined as total debt less cash and cash equivalents and marketable securities. We consider net cash and net debt to be important measures of liquidity and indicators of our ability to meet ongoing obligations. We also use net cash and net debt, among other measures, in evaluating our choices for capital deployment. Net Cash and Net Debt presented herein are non-GAAP measures and may not be comparable to similarly titled measures used by other companies.

Forward-Looking Statements

This press release contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, competition from existing and future competitors, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, and the failure to attract qualified professionals or grow the number of qualified professionals who use our websites. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our quarterly reports on Form 10-Q, all of which are available on the Investor Relations page of our website at www.diceholdingsinc.com.

You should keep in mind that any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which we make it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

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DICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands except per share amounts)

	For the three months ended March 31,
	2010			2009
Revenues	$	26,827		$	29,569
Operating expenses:
Cost of revenues		2,107			1,830
Product development		1,190			795
Sales and marketing		10,131			9,436
General and administrative		4,286			4,996
Depreciation		972			921
Amortization of intangible assets		2,396			3,891
Change in acquisition related contingencies		(324	)		—
Total operating expenses		20,758			21,869
Operating income		6,069			7,700
Interest expense		(1,121	)		(1,923	)
Interest income		38			83
Other income		75			388
Income before income taxes		5,061			6,248
Income tax expense		1,760			2,390
Net income	$	3,301		$	3,858
Basic earnings per share	$	0.05		$	0.06
Diluted earnings per share	$	0.05		$	0.06
Weighted average basic shares outstanding		62,366			62,210
Weighted average diluted shares outstanding		66,900			65,660

7

DICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	For the three months ended March 31,
	2010			2009
Cash flows provided by operating activities:
Net income	$	3,301		$	3,858
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		972			921
Amortization		2,396			3,891
Deferred income taxes		(753	)		(1,625	)
Amortization of deferred financing costs		208			208
Share based compensation		826			1,475
Change in acquisition related contingencies		(324	)		—
Gain on interest rate hedges		(75	)		(388	)
Changes in operating assets and liabilities:
Accounts receivable		1,834			2,416
Prepaid expenses and other assets		(805	)		(80	)
Accounts payable and accrued expenses		(540	)		(1,794	)
Income taxes receivable/payable		(312	)		296
Deferred revenue		4,786			(2,460	)
Other, net		70			97
Net cash provided by operating activities		11,584			6,815
Cash flows provided by (used for) investing activities:
Purchases of fixed assets		(1,571	)		(846	)
Purchases of marketable securities		(504	)		—
Maturities and sales of marketable securities		2,011			2,500
Net cash provided by (used for) investing activities		(64	)		1,654
Cash flows used for financing activities:
Payments on long-term debt		(18,300	)		(20,300	)
Proceeds from long-term debt		3,000			—
Other		182			—
Net cash used for financing activities		(15,118	)		(20,300	)
Effect of exchange rate changes		(1,352	)		(947	)
Net change in cash and cash equivalents for the period		(4,950	)		(12,778	)
Cash and cash equivalents, beginning of period		44,925			55,144
Cash and cash equivalents, end of period	$	39,975		$	42,366

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DICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

	March 31, 2010		December 31, 2009
ASSETS
Current assets
Cash and cash equivalents	$	39,975	$	44,925
Marketable securities		2,689		4,214
Accounts receivable, net		9,353		11,336
Deferred income taxes—current		807		812
Income taxes receivable		1,683		906
Prepaid and other current assets		2,148		1,360
Total current assets		56,655		63,553
Fixed assets, net		5,742		5,719
Acquired intangible assets, net		45,975		48,536
Goodwill		140,145		142,638
Deferred financing costs, net		1,667		1,875
Other assets		233		234
Total assets	$	250,417	$	262,555
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	8,801	$	10,205
Deferred revenue		38,442		33,909
Current portion of long-term debt		1,000		1,000
Interest rate hedge liability—current		475		—
Income taxes payable		1,027		601
Total current liabilities		49,745		45,715
Long-term debt		34,000		49,300
Deferred income taxes—non-current		10,090		10,886
Interest rate hedge liability—non-current		—		550
Accrual for unrecognized tax benefits		5,763		5,778
Other long-term liabilities		1,666		1,706
Total liabilities		101,264		113,935
Total stockholders’ equity		149,153		148,620
Total liabilities and stockholders’ equity	$	250,417	$	262,555

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Supplemental Information and Non-GAAP Reconciliations

On the pages that follow, the Company has provided certain supplemental information that we believe will assist the reader in assessing our business operations and performance, including certain non-GAAP financial information and required reconciliations to the most comparable GAAP measure. A quarterly balance sheet, statement of operations and statement of cash flows for the quarter ended March 31, 2010 is provided elsewhere in this press release. Supplemental schedules provided include:

Quarterly Adjusted EBITDA Reconciliation

A reconciliation of Adjusted EBITDA for the quarters ended March 31, 2010 and 2009 is provided. This information provides the reader with the information we believe is necessary to analyze the Company.

Non-GAAP and Quarterly Supplemental Data

On this schedule, the Company provides certain non-GAAP information for the quarters ended March 31, 2010 and 2009 that we believe is useful to understanding the business operations of the Company.

10

DICE HOLDINGS, INC.

QUARTERLY ADJUSTED EBITDA RECONCILIATIONS

(Unaudited)

(in thousands)

	For the three months ended March 31,
	2010			2009
Reconciliation of Net Income to Adjusted EBITDA:
Net income	$	3,301		$	3,858
Interest expense		1,121			1,923
Interest income		(38	)		(83	)
Income tax expense		1,760			2,390
Depreciation		972			921
Amortization of intangible assets		2,396			3,891
Change in acquisition related contingencies		(324	)		—
Other income		(75	)		(388	)
Non-cash stock compensation expense		826			1,475
Adjusted EBITDA	$	9,939		$	13,987
Reconciliation of Operating Cash Flows to Adjusted EBITDA:
Net cash provided by operating activities	$	11,584		$	6,815
Interest expense		1,121			1,923
Amortization of deferred financing costs		(208	)		(208	)
Interest income		(38	)		(83	)
Income tax expense		1,760			2,390
Deferred income taxes		753			1,625
Change in accounts receivable		(1,834	)		(2,416	)
Change in deferred revenue		(4,786	)		2,460
Changes in working capital and other		1,587			1,481
Adjusted EBITDA	$	9,939		$	13,987

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DICE HOLDINGS, INC.

NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA

(Unaudited)

(dollars in thousands except per customer data)

	For the three months ended March 31,
	2010			2009
Revenues by Segment
DCS Online	$	19,092		$	21,995
eFinancialCareers		6,123			5,922
Other		1,612			1,652
	$	26,827		$	29,569
Percentage of Revenues by Segment
DCS Online		71.2	%		74.4	%
eFinancialCareers		22.8	%		20.0	%
Other		6.0	%		5.6	%
		100.0	%		100.0	%
Sales and Marketing Expense	$	10,131		$	9,436
Sales and Marketing Expense as a Percentage of Revenue		37.8	%		31.9	%
Adjusted EBITDA	$	9,939		$	13,987
Adjusted EBITDA Margin		37.0	%		47.3	%
Net cash provided by operating activities	$	11,584		$	6,815
Purchases of fixed assets		(1,571	)		(846	)
Free Cash Flow	$	10,013		$	5,969
Deferred Revenue (end of period)	$	38,442		$	38,143
Dice.com Recruitment Package Customers
Beginning of period		5,900			7,600
End of period		6,400			6,850
Average for the period (1)		6,200			7,300
Dice.com Average Monthly Revenue per Recruitment Package Customer (2)	$	815		$	854

Segment Definitions:

DCS Online: Dice.com and ClearanceJobs

eFinancialCareers: eFinancialCareers worldwide, excluding North America

Other: eFinancialCareers (North America), Targeted Job Fairs, JobsintheMoney, and

AllHealthcareJobs (from the date of acquisition, June 10, 2009)

(1) Reflects the daily average of recruitment package customers during the period.

(2) Reflects simple average of three months in each quarterly period.

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