Notes to Consolidated Financial Statements (in thousands, except share and per share data) The Distribution Agreement also provides that IMS Health and the Company will comply with, and not take any action during the relevant time period that is inconsistent with, the representations made to and relied upon by McDermott, Will & Emery in connection with rendering its opinion regarding the U.S. federal income tax consequences of the exchange offer. In addition, pursuant to the Distribution Agreement, the Company indemnifies IMS Health for any tax liability to which they may be subject as a result of the exchange offer but only to the extent that such tax liability resulted solely from a breach in the representations the Company made to and were relied upon by McDermott, Will & Emery in connection with rendering its opinion regarding the U.S. federal income tax consequences of the exchange offer. This indemnification liability could be material to the Company’s quarterly and annual operating results, financial position and cash flows. On March 5, 2003, the Board of Directors declared a 3-for-1 stock split effected by a 200% stock dividend payable on April 1, 2003 to stockholders of record on March 19, 2003. The stock split has been reflected in the accompanying financial statements, and all applicable references as to the number of outstanding common shares and per share information have been restated. Appropriate adjustments have been made in the exercise price and number of shares subject to stock options. Stockholders’ equity accounts have been restated to reflect the reclassification of an amount equal to the par value of the increase in issued common shares from the additional paid in capital account to the common stock accounts. 14. Subsequent Event - Stock Split 39 Quarterly Financial Data (Unaudited) (1) Includes split-off costs of $1,700, net of tax. (2) The sum of the quarterly earnings per share does not equal full year earnings per share due to rounding. Three Months Ended 2002 March 31 June 30 Sept. 30 Dec.31 Full Year Operating Revenue $46,484 $54,358 $61,233 $67,011 $229,086 Gross Profit $22,295 $25,010 $28,263 $30,817 $106,385 Income from Operations $9,146 $10,702 $12,108 $13,242 $45,198 Net Income $7,109 $8,647 $9,667 Earnings Per Share of Common Stock Basic $0.12 $0.15 $0.16 $0.15 $0.58 Diluted $0.12 $0.14 $0.15 $0.14 $9,139 (1) $34,562 (1) $0.54 (2) Three Months Ended 2001 March 31 June 30 Sept. 30 Dec. 31 Full Year Operating Revenue $43,404 $45,411 $45,502 $43,461 $177,778 Gross Profit $21,035 $22,030 $22,393 $21,472 $86,930 Income from Operations $8,389 $8,874 $9,323 $9,034 $35,620 Net Income $5,565 $5,847 $6,108 $4,640 $22,160 Earnings Per Share of Common Stock Basic $0.10 $0.10 $0.11 $0.08 $0.39 Diluted $0.09 $0.10 $0.10 $0.08 $0.36 (2) •the agreement of the Company to undertake to be jointly and severally liable to certain of IMS Health’s prior affiliates for liabilities arising out of or in connection with IMS Health’s business and the businesses of the Company and other successors to the businesses of Cognizant Corporation in accor- dance with the terms of the Distribution Agreement dated as of October 28, 1996, among Cognizant Corporation, which has been renamed Nielsen Media Research, Inc., The Dun & Bradstreet Corporation, which has been renamed the R.H. Donnelly Corporation and ACNielsen Corporation and related agree- ments. However, subject to the general allocation of liabilities arising from the respective businesses of IMS Health and the Company, IMS Health has agreed to indemnify and reimburse the Company for liabilities incurred with respect to these undertakings; •the continuation of certain commercial relationships between the compa- nies for a period of at least three years; and •provisions governing the administration of certain insurance programs and procedures for making claims.