8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 19, 2001

Arbitron Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-01969	52-0278528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

142 West 57th Street, New York, New York	10019-3300
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 887-1300

(Former name or former address, if changed since last report)

Item 5. Other Events.

      On July 19, 2001, we issued a press release reporting second quarter 2001 earnings results. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

      On July 19, 2001, we also issued a press release reporting the first ratings results for our new television, cable and radio audience measurement system, the Portable People Meter. A copy of the press release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)	Exhibits.
	99.1 Arbitron Inc. News Release dated July 19, 2001.
	99.2 Arbitron Inc. News Release dated July 19, 2001.

-2-

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		ARBITRON INC.
Date:  July 19, 2001	By:	/s/ Dolores L. Cody
		Dolores L. Cody
		Executive Vice President, Legal and
		Business Affairs, Chief Legal Officer
		and Secretary

-3-

EXHIBIT INDEX

Exhibit No	Description
99.1	Arbitron Inc. News Release dated July 19, 2001.
99.2	Arbitron Inc. New Release dated July 19, 2001.

-4- EX-99.1 2 w51453aex99-1.htm PRESS RELEASE DATED JULY 19, 2001

	EXHIBIT 99.1
Press	Contact: Thom Mocarsky
Information	Arbitron Inc.
	212-887-1314
	thom.mocarsky@arbitron.com

ARBITRON INC. REPORTS SECOND QUARTER 2001
FINANCIAL RESULTS

10.1% Year-over-Year Increase in Revenues
Positive Initial Ratings Results for the Portable People Meter Trial

NEW YORK – July 19, 2001 – Arbitron Inc. (NYSE: ARB) today announced results for the second quarter ended June 30, 2001.

The Company reported revenues of $50.3 million, an increase of 10.1% over revenues of $45.7 million for the second quarter of 2000. Earnings before interest and taxes (EBIT) for the second quarter were $12.8 million, compared to $13.2 million for the second quarter of 2000, a 3.1% decrease. Net income for the quarter was $4.7 million, compared with $8.0 million reported during the same period of 2000, a decrease of 41.1%.

Net income per share was $.16 (basic and diluted), compared with $.27 pro forma net income per share in 2000. The 2000 earnings per share amount has been adjusted to reflect the one-for-five reverse split, which became effective following Arbitron’s reverse spin-off from Ceridian.

Arbitron reported EBITDA of $13.9 million for the second quarter, a 2.0% decrease compared with EBITDA of $14.2 million reported during the second quarter of 2000.

The second quarter results were impacted by the planned increase in spending on the Company’s Webcast measurement and Portable People Meter initiatives, along with $5.0 million of net interest expense related to debt initiated concurrent with the spin-off from Ceridian on March 30, 2001. Revenues were reduced by approximately $0.5 million as a result of the extended Clear Channel negotiations.

The year to date revenue was $110.5 million, an increase of 9.1% over last year. EBIT was $40.1 million compared to $37.5 million last year. Net interest expense was $5.4 million compared to no interest last year. The year to date net income for the period was $21.0 million versus $22.7 million for the same period a year ago. Pro forma net income per share (basic and diluted) was $.72 compared to $.78 in 2000. EBITDA increased by 6.8% from $39.6 million last year to $42.3 million this year.

In announcing the Company’s results, Stephen Morris, president and chief executive officer of Arbitron, said: “Our financial results for the quarter were excellent and there were important strategic advances in the opening of the Mexican market, in the RADAR® acquisition, and in the Portable People Meter results from our U.S. market trial. In addition, we appear to be in the final stages of negotiations with Clear Channel over the renewal of their ratings contract. I should note that there is nothing definitive yet on this contract. If and when there is something definitive, it will be announced separately. I also want to note

Arbitron Inc. • 142 West 57^th Street • New York, New York 10019 • www.arbitron.com

Aribtron 2^nd Quarter 2001 Earnings
July 19, 2001 Page 2 of 5

that we are still negotiating with another radio group – Citadel Communications – and have yet to reach resolution.”

Addressing other matters, Mr. Morris said: “Last month, we announced our plan to begin measuring radio audiences in Mexico City, utilizing our existing diary processing infrastructure. We also recently announced entry into the radio network arena through the purchase of the RADAR® radio network ratings service. These initiatives demonstrate our continuing progress in solidifying and broadening the scope of Arbitron’s core measurement services,” said Mr. Morris.

Positive Results for Portable People Meter Trial

Separately today, the Company issued the first audience ratings results from its new television, cable and radio audience measurement system, the Portable People Meter (PPM). The PPM has been undergoing US market trials within the Philadelphia TV market since December of 2000.

Compared to ratings reported by current TV and radio audience measurement systems, the Portable People Meter is reporting increased total-day average quarter hour audiences for broadcast television and cable and equivalent total-day average quarter hour audiences for radio.

“The patterns of viewing and listening–while different in some respects from those indicated by the current radio and TV audience measurement systems–appear logical. They suggest that the Portable People Meter is an improved means of understanding how people use radio, broadcast television and cable,” said Mr. Morris.

Based on these first ratings results, we are moving forward with the next phase of the US market trial, and will be talking with Nielsen Media Research and with our customers about our schedule going forward,” said Mr. Morris.

About Arbitron:

Arbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving radio broadcasters, cable companies, advertisers and advertising agencies in the United States and Europe. Arbitron’s core businesses are measuring radio audiences in local markets across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. Arbitron Webcast Services measures the audiences of audio and video content on the Internet, commonly known as webcasts. The Company is developing the Portable People Meter, a new technology for radio, TV and cable ratings.

Arbitron’s marketing and business units are supported by a world-renowned research and technology organization located in Columbia, Maryland. Arbitron has approximately 700 full-time employees; its executive offices are located in New York City.

Through its Scarborough Research joint venture with VNU Media Measurement & Information, Arbitron also provides media and marketing research services to the broadcast television, magazine, newspaper, outdoor and online industries.

###

Aribtron 2^nd Quarter 2001 Earnings
July 19, 2001 Page 3 of 5

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron in this release that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations about future events, which Arbitron has derived from the information currently available to it. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied in such forward-looking statements. These risks and uncertainties include whether we will be able to:

- realize the benefits we expect to achieve from our spin-off from Ceridian Corporation;

- renew contracts with large customers as they expire;

- successfully execute our business strategies, including timely implementation of our Portable People Meter and our Webcast Ratings services, as well as expansion of international operations;

- benefit from further consolidation in the radio industry; and

- keep up with rapidly changing technological needs of our customer base, including creating new products and services that meet these needs.

Additional important factors known to Arbitron that could cause forward-looking statements to turn out to be incorrect are identified and discussed from time to time in Arbitron’s filings with the Securities and Exchange Commission, including in particular the risk factors discussed under the caption “ITEM 1. BUSINESS – Business Risks” in our Annual Report on Form 10-K, which discussion is incorporated herein by reference.

The forward-looking statements contained in this release speak only as of the date hereof, and Arbitron undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

-Tables follow-

Aribtron 2^nd Quarter 2001 Earnings
July 19, 2001 Page 4 of 5

Arbitron Inc.
Consolidated Statements of Income
Three Months and Six Months Ended June 30, 2001 and 2000
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended								Six Months Ended
	June 30			June 30		%			June 30			June 30		%
	2001			2000		Variance			2001			2000		Variance
Revenue	$	50,264		$	45,665		10.1	%	$	110,454		$	101,198		9.1	%
Costs and expenses
Cost of revenue		22,811			20,995		8.6	%		38,684			37,067		4.4	%
Selling, general and administrative		11,951			11,254		6.2	%		23,165			21,976		5.4	%
Research and development		5,638			3,322		69.7	%		10,334			6,623		56.0	%
Total costs and expenses		40,400			35,571		13.6	%		72,183			65,666		9.9	%
Operating income		9,864			10,094		-2.3	%		38,271			35,532		7.7	%
Equity in net income of affiliate		2,942			3,126		-5.9	%		1,819			2,002		-9.1	%
Earnings before interest and income taxes		12,806			13,220		-3.1	%		40,090			37,534		6.8	%
Interest income		354			—		100.0	%		373			—		100.0	%
Interest expense		(5,352	)		—		100.0	%		(5,738	)		—		100.0	%
Earnings before income taxes		7,808			13,220		-40.9	%		34,725			37,534		-7.5	%
Income tax expense		3,094			5,222		-40.8	%		13,716			14,826		-7.5	%
Net income	$	4,714		$	7,998		-41.1	%	$	21,009		$	22,708		-7.5	%
Net income per weighted average common share (1)
Basic	$	0.16		$	0.27		-40.7	%	$	0.72		$	0.78		-7.7	%
Diluted	$	0.16		$	0.27		-40.7	%	$	0.72		$	0.78		-7.7	%
Weighted average shares used in calculations (in thousands)
Basic		29,155			29,010					29,155			28,984
Diluted		29,339			29,351					29,324			29,188
Other data (2)
EBITDA	$	13,946		$	14,233		-2.0	%	$	42,305		$	39,613		6.8	%

(1) The computations of basic and diluted net income per common share for the three month period ended June 30, 2001 are based on Arbitron’s weighted average shares of common stock and potentially dilutive securities outstanding, respectively. For the six month period ended June 30, 2001, as well as periods ended prior to June 30, 2001, the net income per weighted average common share computations are pro forma computations based entirely, or in part, upon Ceridian’s weighted average number of shares of Ceridian common stock and potentially dilutive securities outstanding. In November 2000, Ceridian’s board of directors approved a one-for-five reverse stock split, which was effective immediately after the spin-off. Pro forma net income per common share and weighted average common shares outstanding presented herein have been adjusted to reflect this reverse stock split. The diluted weighted average common shares amounts assume that all of Ceridian’s historical dilutive securities were converted into Arbitron securities.

(2) EBITDA is presented as supplemental information that management of Arbitron believes may be useful to some investors in evaluating Arbitron because it is widely used as a measure of evaluating a company’s operating performance before debt expense, as well as to evaluate its operating cash flow. Interest expense and income tax expense are added back to net income to arrive at EBIT. EBITDA is calculated by adding back to EBIT depreciation and amortization on property and equipment, amortization of goodwill and other intangible assets and asset impairment charges. EBITDA should not be considered a substitute either for net income, as an indicator of Arbitron’s operating performance, or for cash flows, as a measure of Arbitron’s liquidity. In addition, because EBITDA is not calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies.

Aribtron 2^nd Quarter 2001 Earnings
July 19, 2001 Page 5 of 5

Arbitron Inc.
Condensed Consolidated Balance Sheets
June 30, 2001 and December 31, 2000
(Dollars in thousands)
(Unaudited)

	June 30,			December 31,
	2001			2000
Cash and equivalents	$	25,273		$	3,540
Trade receivables		19,738			19,017
Deferred taxes		39,758			51,077
Other assets		37,867			34,242
Total assets	$	122,636		$	107,876
Deferred revenue	$	42,838		$	47,833
Long-term debt		240,000			—
Other liabilities		17,899			26,821
Stockholders’ equity (deficit) (3)		(178,101	)		33,222
Total liabilities and stockholders’ equity	$	122,636		$	107,876

(3) Prior to the spin-off from Ceridian Corporation, Arbitron distributed its earnings to Ceridian. Those distributions, together with a $250 million distribution made to Ceridian on the date of the spin-off, gave rise to the stockholders’ deficit. Proceeds from the issuance of long-term debt were used by Arbitron to make the $250 million distribution.

###

  EX-99.2 3 w51453aex99-2.htm PRESS RELEASE DATED JULY 19, 2001

	EXHIBIT 99.2
Press Information	Contact: Yin Chang / Katie Bernard KCSA Public Relations Worldwide (212)896-1228 / (212)896-1272 ychang@kcsa.com / kbernard@kcsa.com
	Thom Mocarsky Arbitron Inc. 212-887-1314 thom.mocarsky@arbitron.com

EDITOR’S NOTE: There will be a media teleconference/webcast presentation today at 1 p.m. (EDT). For additional information, please call KCSA Public Relations Worldwide at 212-682-6300.

FOR IMMEDIATE RELEASE

Arbitron TV, Cable and Radio Audience Meter Passes Important U.S. Test Milestone

Positive Results Are a Green Light For Expanded Portable People Meter Market Trial

New York, July 19, 2001– Arbitron Inc. (NYSE: ARB) has released the first ratings results for its new television, cable and radio audience measurement system, the Portable People Meter (PPM).

      Compared to ratings reported by current TV and radio audience measurement systems, the Portable People Meter is reporting higher total-day average quarter-hour audiences for television and cable and equivalent total-day average quarter-hour audiences for radio.

      “Based on these first ratings results as well as the meter system performance, and the participation of consumers, we are moving forward with the next phase of the U.S. market trial,” said Marshall Snyder, president, Worldwide PPM Development, Arbitron Inc. “We will be talking with our customers and Nielsen Media Research about our schedule going forward.

      “The ratings results are logical when you consider the audience measurement capabilities designed into the PPM,” continued Snyder. “It is the first electronic measurement device that automatically collects a person’s exposure to encoded radio, TV and cable programming no matter when and where it occurs. The PPM eliminates the need for people to constantly track their listening or viewing behavior by writing something down in a diary.

      “We are encouraged by these first comparisons because we’ve also seen that the encoding system works as designed – broadcasters and cable networks can and do encode their audio on a continuing basis and the meters readily detect the inaudible codes,” said Snyder. “We have also been able to recruit and maintain a panel of consumers who are representative of the market we are measuring and who, on average, carry their meters for more than 15 hours a day.”

      The Portable People Meter has been undergoing U.S. market trials within the Philadelphia TV market since December of 2000. The PPM is a pager-sized device that is carried by consumers. It automatically detects inaudible codes that TV and radio broadcasters as well as cable networks embed in

Arbitron Inc • 142 West 57^th Street • New York, New York 10019 • www.arbitron.com

Arbitron Meter Passes Important U.S. Test Milestone
July 19, 2001 Page 2 of 4

the audio portion of their programming using encoders provided by Arbitron. At the end of each day, the participants place the meters into base stations that recharge the device and send the collected codes to Arbitron for tabulation. The meters are equipped with a motion sensor that allows Arbitron to monitor the compliance of all panel members every day – a quality control feature that is unique to the Arbitron Portable People Meter in the realm of media research.

Summary of Ratings Results

      On a 24-hour day, total-week basis, the Portable People Meter is reporting higher average quarter-hour audiences for all the combined electronic media. Compared to existing methods of measuring media audiences, the PPM reports increased average quarter-hour audiences for broadcast TV and cable and equivalent average quarter-hour audiences for radio.

Average Quarter-Hour (AQH) Ratings
Persons 12+

Encoded Media Outlets¹

					Radio:
					Arbitron Diary
					Wilmington Metro
					Broadcast TV and Cable:
					Nielsen Media Research
Monday-Sunday,			Portable People Meter		Philadelphia DMA®
Total Day			Wilmington Radio Metro		May 2001
Combined Media				23.1		20.9
	Broadcast TV			11.9 4		10.9 5
		Cable		2.1 4		1.0 5
		Radio		9.1 2		9.0 3

1. 35 radio stations, 8 broadcast TV stations and 8 cable outlets were encoded during the respective reported time periods.

2. Estimates for May 24, 2001 —June 20, 2001.

3. Arbitron Wilmington Metro Estimates, Spring 2001 (March 29, 2001 —June 20, 2001).

4. Estimates for April 26, 2001 —May 23, 2001.

5. Nielsen Media Research Meter-Diary Integrated May 2001 Estimates for the Philadelphia DMA.

www.aribtron.com

Arbitron Meter Passes Important U.S. Test Milestone
July 19, 2001 Page 3 of 4

      For radio, the PPM is reporting an increase in average daily cumulative audience: 75.9 percent for the PPM vs. 66.0 percent for the radio diary. The PPM is also showing a reduction in time spent listening for radio: 2 hours and 12 minutes for the PPM vs. 2 hours and 30 minutes for the diary, per day.

      The PPM is also reporting shifts in listening patterns by daypart. Morning-drive AQH ratings are down according to the PPM, while Monday-Friday overnight and weekend AQH audience levels are up.

      For broadcast TV and cable, the PPM is reporting higher AQH audiences for all dayparts. These increases are due in part to increased broadcast TV and cable viewing for men (18+) and people under age 35 and the PPM’s ability to track viewing out of home.

Average Quarter-Hour (AQH) Ratings
Persons 12+

Encoded Media Outlets¹

Monday-						Broadcast
Sunday		Radio				TV and Cable				Combined Media
		PPM2		Arbitron		PPM4		Nielsen		PPM		Existing 3,5
				Wilmington				Phila. DMA
				SP013				May 015
5A-10A			10.2		11.7		8.5		6.9		18.7		18.6
10A-4P			14.2		15.1		9.3		7.5		23.5		22.6
	4P-8P		11.1		10.7		19.3		17.8		30.4		28.5
8P-Mid			5.3		4.6		31.9		29.8		37.2		34.4
Mid-5A			3.4		1.2		6.5		3.2		9.9		4.4

1. 35 radio stations, 8 broadcast TV stations and 8 cable outlets were encoded during the respective reported time periods.

2. Estimates for May 24, 2001 —June 20, 2001.

3. Arbitron Wilmington Metro Estimates, Spring 2001 (March 29, 2001 —June 20, 2001).

4. Estimates for April 26, 2001 —May 23, 2001.

5. Nielsen Media Research Meter-Diary Integrated May 2001 Estimates for the Philadelphia DMA.

Methodology

      All PPM ratings results cited in this release are for the 35 radio stations, eight TV stations and eight cable networks that were encoding their audio signals in April, May and June 2001. The ratings results cited in the release for the Arbitron radio diary system and the Nielsen meter-diary system are for the same radio stations, TV stations and cable networks. Audiences for stations and cable networks that were not encoding in April, May and June are not included in these comparisons.

About Nielsen Media Research

      Nielsen Media Research, Inc. has an option to join Arbitron in the commercial deployment of the Arbitron Portable People Meter in the United States. Nielsen is providing financial support and its television survey research expertise in this trial of the Portable People Meter.

www.arbitron.com

Arbitron Meter Passes Important U.S. Test Milestone
July 19, 2001 Page 4 of 4

About Arbitron

      Arbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving radio broadcasters, cable companies, advertisers and advertising agencies in the United States and Europe.

      Arbitron’s core businesses are measuring radio audiences in local markets across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. Arbitron Webcast Services measures the audiences of audio and video content on the Internet, commonly known as webcasts. The Company is developing the Portable People Meter, a new technology for radio, TV and cable ratings.

      Arbitron’s marketing and business units are supported by a world-renowned research and technology organization located in Columbia, Maryland. Arbitron has approximately 750 full-time employees; its executive offices are located in New York City. Through its Scarborough Research joint venture with VNU Media Measurement & Information, Arbitron also provides media and marketing research services to the broadcast television, magazine, newspaper, outdoor and online industries.

# # #

DMA® is a registered service mark of Nielsen Media Research, Inc., and is used pursuant to a license from Nielsen Media Research, Inc. All product names used are trademarks or registered trademarks of their respective owners.

This press release is available on the Arbitron Web site at www.arbitron.com and the KCSA Web site atwww.kcsa.com

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron in this release that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations about future events, which Arbitron has derived from the information currently available to it. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied in such forward-looking statements. These risks and uncertainties include whether we will be able to:

- realize the benefits we expect to achieve from our spin-off from Ceridian Corporation;

- renew contracts with large customers as they expire;

- successfully execute our business strategies, including timely implementation of our Portable People Meter and our Webcast Ratings services, as well as expansion of international operations;

- benefit from further consolidation in the radio industry; and

- keep up with rapidly changing technological needs of our customer base, including creating new products and services that meet these needs.

Additional important factors known to Arbitron that could cause forward-looking statements to turn out to be incorrect are identified and discussed from time to time in Arbitron’s filings with the Securities and Exchange Commission, including in particular the risk factors discussed under the caption “ITEM 1. BUSINESS – Business Risks” in our Annual Report on Form 10-K, which discussion is incorporated herein by reference. The forward-looking statements contained in this release speak only as of the date hereof, and Arbitron undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

www.arbitron.com

  GRAPHIC 4 w51453aarbitrl3.gif GRAPHIC begin 644 w51453aarbitrl3.gif M1TE&.#EAX0!"`+,``-3.W-_;Y7@0#$DP$C1)H@*ST*(:JK0+"QLK,G#GL,&RAU>[D6 M!W`.#@+!!\3!M,C)RA6N.S\=!P((!E6G50;8"`%Z>W@3`;\"X<7+Y>;)&N#( MS4#P1XD)=BTVV-KS M[`:34F&*<"!SRLU*"I6*#KH(*8TD*UVJ*8TH@0RA100\36ASZ62:BW)$[.31 M\P+.%@!K/>+0YNH#,EHG!"WB[4%2I20Y1/*PA5*54M\260B0R67=K:0ZA#E: M@>&.7B+.LH"LL++E#P5=.)01X!:#DT8&`*8`P,B!T9=3TW+@V$4#I44+&!@` MX##FAB9_%1!E0-0`F*J#"T7`]EYM"CW^3Q7+KUZXT]V\;. M?7AFW+284+U`%"*V4S8M5(+XKC#3($XK!'A'WP_]=^_MVI]6;;S=3!")1A/_ M$:A)T-9V89WP'0O]\!0+$P&`(M10H4P@X83JK657&P2D!U]63RE7026-'("% M-P=$\89BD[`A!18P)4@'+WF`5P,6]UV#`5PF&N+7%Q/T.(2'$^S505]1D3(7 M8P\$X",'$KK%5089(9N@'A2+J*#*MY71" MI)+6`MRCF'+YF0R4LB"`$X2!`X\#+SE0VP-X!K`=IMU)5E8(]`Q`TYU1R*,= M1MH(`X>JK&+::5JF\@?;*1")LYVFF]FEA#QOB=AK_W>=5B,;`@/P2D-Q=P@@ MFK8#"*#ML^#>4UP#X'3X0`%$AJNN,MAJR^:Z\([@3[ST"K3+J_7FFXQC^.KK M+PYCN;#HOP3/H.G`!2=<@J9=)O,+K,%$+%;$%(-0L7H49WSQB!J3<```WEK+ M@++$@B)BBE-V":C"433"(N$TV25 M]`1$>8ADAE!+H&-35+\)%48:HEKA$G%;\!?82'\8*"64_E!<=3)$V28![U:U MYS3NF2D;-G[,[*9>5L.=5?][_56@>`='Q_4`5W/N5J30)'#9T^$W2)C%!%4T M3E0U!@R3Y.:<$^$TS5,[ZT@:;OQ&7N85'*#UZ'Z6KL38(7"Y*-&(FT"4R^_" M]4#63:QM4M[7ZT[WZW;[OGUB@%X]9`=M4#7EUH)\'=D>"!.]Z@@\9GQ]%>F. M*<%$@^S,O=1QN%SO?F0)DV`A7=@#&FGFMK4"(8\(@[.`HA9RB_F!0'\7,-[Y MQ'2\N8@H9S>;&O@P=[Z-*IQ76Q M8EBRJ58=.T`T@&`#54:01C<1LH\&&6=:XH@%T4)2#'2=RX'K_!?12H,`;@&@ GD?G,5RM=@!]Y,#.@_F(8*`Z*T'\MP!_=$%Y#NZF!5TXT`QD1```[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

EX-99.2