e10vq

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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


			Page

Part I — FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets as of December 31, 2003 and March 31, 2003		3
		Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2003 and 2002 and the Nine Months Ended December 31, 2003 and 2002		4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2003 and 2002		5
		Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			43
Item 4.	Controls and Procedures			46
Part II — OTHER INFORMATION
Item 1.	Legal Proceedings			47
Item 6.	Exhibits and Reports on Form 8-K			47
Signature				48
Exhibit Index				49


(unaudited)				December 31,		March 31,
(In thousands, except share data)				2003		2003 (a)

ASSETS

	Current assets:
		Cash and cash equivalents		$	573,010	$	949,995
		Short-term investments			1,251,659		637,623
		Marketable equity securities			2,090		1,111
		Receivables, net of allowances of $206,632 and $164,634, respectively			837,021		82,083
		Inventories, net			64,766		39,679
		Deferred income taxes			61,749		117,180
		Other current assets			117,945		83,466

			Total current assets		2,908,240		1,911,137

	Property and equipment, net				280,026		262,252
	Investments in affiliates				13,551		20,277
	Goodwill				89,858		86,031
	Other intangibles, net				19,150		21,301
	Long-term deferred income taxes				13,614		13,523
	Other assets				13,989		45,012

		TOTAL ASSETS		$	3,338,428	$	2,359,533

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY

	Current liabilities:
		Accounts payable		$	158,743	$	106,329
		Accrued and other liabilities			682,765		464,547

			Total current liabilities		841,508		570,876

	Commitments and contingencies				—		—
	Minority interest in consolidated joint venture				—		3,918

	Stockholders’ equity:
	Preferred stock, $0.01 par value. 10,000,000 shares authorized				—		—
	Common stock
		Class A common stock, $0.01 par value. 400,000,000 shares authorized; 298,433,515 and 288,266,610 shares issued and outstanding, respectively			2,984		2,883
		Class B common stock, $0.01 par value. 100,000,000 shares authorized; 200,130 and 225,130 shares issued and outstanding, respectively			2		2
		Paid-in capital			1,065,001		856,428
	Retained earnings				1,411,144		923,892
	Accumulated other comprehensive income				17,789		1,534

			Total stockholders’ equity		2,496,920		1,784,739

		TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY		$	3,338,428	$	2,359,533

ELECTRONIC ARTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


			Three Months Ended					Nine Months Ended
			December 31,					December 31,
(unaudited)
(In thousands, except per share data)			2003		2002			2003		2002

Net revenue			$	1,475,323	$	1,233,726		$	2,358,709	$	2,019,114
Cost of goods sold				513,255		565,111			876,980		908,432


	Gross profit			962,068		668,615			1,481,729		1,110,682

Operating expenses:
	Marketing and sales			180,174		139,492			303,299		260,380
	General and administrative			71,992		42,250			138,784		95,366
	Research and development			151,175		106,127			355,790		292,171
	Amortization of intangibles			623		2,245			2,113		6,736
	Restructuring charges			596		8,026			596		8,026
	Asset impairment charges			—		1,352			—		1,352


		Total operating expenses		404,560		299,492			800,582		664,031


		Operating income		557,508		369,123			681,147		446,651

Interest and other income (expense), net				948		(4,439	)		14,927		(115	)

	Income before provision for income taxes and minority interest			558,456		364,684			696,074		446,536
Provision for income taxes				166,160		113,052			208,822		138,426


	Income before minority interest			392,296		251,632			487,252		308,110
Minority interest in consolidated joint venture				—		(1,413	)		—		(253	)


	Net income		$	392,296	$	250,219		$	487,252	$	307,857


Net earnings (loss) per share:

	Class A common stock:
	Net income:
		Basic	$	392,296	$	253,694		$	487,252	$	317,495
		Diluted	$	392,296	$	250,219		$	487,252	$	307,857
	Net earnings per share:
		Basic	$	1.32	$	0.89		$	1.66	$	1.13
		Diluted	$	1.26	$	0.85		$	1.59	$	1.05
	Number of shares used in computation:
		Basic		297,787		283,777			294,001		280,386
		Diluted		311,463		296,050			306,737		293,721

	Class B common stock:
	Net loss, net of retained interest in EA.com			N/A	$	(3,475	)		N/A	$	(9,638	)
	Net loss per share:
		Basic		N/A	$	(0.86	)		N/A	$	(1.84	)
		Diluted		N/A	$	(0.86	)		N/A	$	(1.84	)
	Number of shares used in computation:
		Basic		N/A		4,051			N/A		5,247
		Diluted		N/A		4,051			N/A		5,247

ELECTRONIC ARTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


					Nine Months Ended
					December 31,
(unaudited)
(In thousands)					2003			2002

OPERATING ACTIVITIES
	Net income				$	487,252		$	307,857
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				59,915			74,329
		Equity in net income of investments in affiliates				(405	)		(4,213	)
		Non-cash restructuring and asset impairment charges				596			1,352
		Other-than-temporary impairment of investments in affiliates				589			10,590
		Loss on sale of property, equipment and marketable equity securities				583			379
		Stock-based compensation				666			864
		Minority interest in consolidated joint venture				—			253
		Tax benefit from exercise of stock options				41,845			36,765
		Change in assets and liabilities:
			Accounts receivable, net			(786,595	)		(416,763	)
			Inventories, net			(26,057	)		(19,086	)
			Other assets			(5,340	)		3,569
			Accounts payable			54,124			58,222
			Accrued and other liabilities			279,919			229,392


				Net cash provided by operating activities		107,092			283,510


INVESTING ACTIVITIES
	Capital expenditures					(55,937	)		(34,470	)
	Proceeds from sale of property and equipment					113			679
	Purchase of investments in affiliates					(350	)		(531	)
	Proceeds from sale of investments in affiliate					8,467			—
	Purchase of short-term investments					(1,890,779	)		(596,845	)
	Proceeds from maturities and sales of short-term investments					1,273,398			445,215
	Proceeds from sale of marketable equity securities					2			4,794
	Purchase of minority interest					(2,513	)		—
	Distribution from investment in affiliate					—			3,000
	Acquisition of subsidiary, net of cash acquired					(958	)		(12,868	)


				Net cash used in investing activities		(668,557	)		(191,026	)


FINANCING ACTIVITIES
	Proceeds from sales of common stock through employee stock plans and other plans					166,260			109,877
	Repurchase of Class B common stock					(225	)		—
	Repayment of Class B notes receivable					128			—
	Dividend to joint venture					(2,587	)		(751	)


				Net cash provided by financing activities		163,576			109,126


Effect of foreign exchange on cash and cash equivalents						20,904			11,632

Increase (decrease) in cash and cash equivalents						(376,985	)		213,242
Beginning cash and cash equivalents						949,995			552,826

Ending cash and cash equivalents						573,010			766,068
Short-term investments						1,251,659			399,258


Ending cash, cash equivalents and short-term investments					$	1,824,669		$	1,165,326

ELECTRONIC ARTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONTINUED


	Nine Months Ended
	December 31,
(unaudited)
(In thousands, except share data)	2003			2002


Supplemental cash flow information:

Cash paid during the period for income taxes	$	12,735		$	5,358


Non-cash investing activities:

Change in unrealized appreciation (loss) on investments and marketable equity securities	$	(3,464	)	$	3,075


Non-cash financing activities:

Conversion of 2,000,000 shares of Class B common stock for 412,908 shares of Class A common stock	$	—		$	9,353

ELECTRONIC ARTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the current interim periods are not necessarily indicative of results to be expected for the current year or any other period. Certain prior year amounts have been reclassified to conform to the fiscal 2004 presentation.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Electronic Arts Inc. Annual Report on Form 10-K for the fiscal year ended March 31, 2003 as filed with the Securities and Exchange Commission on June 10, 2003.

On October 20, 2003, our Board of Directors authorized a two-for-one stock split of our Class A common stock which was distributed on November 17, 2003 in the form of a stock dividend for shareholders of record at the close of business on November 3, 2003. All issued and outstanding share and per share amounts related to the Class A common stock in the accompanying Condensed Consolidated Financial Statements and Notes thereto have been restated to reflect the stock split for all periods presented.

Our fiscal year is reported on a 52/53-week period that ends on the final Saturday of March in each year. The results of operations for fiscal 2004 and 2003 contain 52 weeks. The results of operations for the fiscal quarters ended December 31, 2003 and December 31, 2002 each contain 13 weeks ending on December 27, 2003 and December 28, 2002, respectively. For simplicity of presentation, all fiscal periods are treated as ending on a calendar month end.

On March 22, 2000, our stockholders authorized the issuance of a new series of common stock, designated as Class B common stock (“Tracking Stock”), which was intended to reflect the performance of the EA.com business segment. As a result, our existing common stock was re-classified as Class A common stock and was intended to reflect the performance of our core business segment (see discussion in Note 8 of the Notes to Condensed Consolidated Financial Statements). With the authorization of the Tracking Stock, we transferred a portion of the consolidated assets, liabilities, revenue, expenses and cash flows to EA.com Inc., a wholly owned subsidiary of Electronic Arts Inc.

In March 2003, we consolidated the operations of the EA.com business segment into our core operations in order to increase efficiency, simplify our reporting structure and more directly integrate online activities into our core console and PC business. As a result, we have eliminated dual class reporting starting in fiscal 2004. The substantial majority of outstanding Class B options and warrants have been repurchased or converted to Class A shares and warrants.

Since March 2003, we have not issued, and we do not intend to issue, additional Class B common stock, stock options or warrants to purchase Class B common stock. No further options are available for grant under the Class B Equity Incentive Plan, and we are currently in the process of repurchasing remaining outstanding Class B shares acquired pursuant to the Class B Equity Incentive Plan.

We account for stock-based awards to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees” and related interpretations. We have adopted the

disclosure-only provisions of Statements of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” and SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123”.

Had compensation cost for our stock option plans and employee stock purchase plans been determined based on the estimated fair value at the grant dates in accordance with the provisions of SFAS No. 123, our reported net income and net earnings per share would have been the amounts indicated below. The estimated fair value of each option grant is determined on the date of grant using the Black-Scholes option-pricing model.

The following weighted-average assumptions are used for grants made under the stock plans:


			Three Months Ended						Nine Months Ended
			December 31,						December 31,

			2003			2002			2003			2002

Risk-free interest rate				2.5	%		2.0	%		2.3	%		2.4	%
Expected volatility				48.0	%		68.0	%		50.9	%		69.4	%
Expected life (in years)				3.12			2.90			3.08			2.90
Assumed dividends				None			None			None			None

Our calculations are based on a multiple-option valuation approach and forfeitures are recognized when they occur.

			Three Months Ended						Nine Months Ended
Consolidated			December 31,						December 31,

(In thousands)			2003			2002			2003			2002

Net income:
	As reported		$	392,296		$	250,219		$	487,252		$	307,857
	Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects			(25,080	)		(21,824	)		(69,003	)		(59,292	)
	Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			25			—			100			—

		Proforma	$	367,241		$	228,395		$	418,349		$	248,565

Earnings per share:
Please see Class A common stock table below for earnings per share information


			Three Months Ended						Nine Months Ended
Class A common stock			December 31,						December 31,

(In thousands, except per share data)			2003			2002			2003			2002

Net income:
	As reported — basic		$	392,296		$	253,694		$	487,252		$	317,495
	Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects			(25,080	)		(22,094	)		(69,003	)		(59,824	)
	Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			25			—			100			—

		Pro forma — basic	$	367,241		$	231,600		$	418,349		$	257,671


	As reported — diluted		$	392,296		$	250,219		$	487,252		$	307,857
	Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects			(25,080	)		(22,148	)		(69,003	)		(59,951	)
	Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			25			—			100			—

		Pro forma — diluted	$	367,241		$	228,071		$	418,349		$	247,906

Earnings per share:
	As reported — basic		$	1.32		$	0.89		$	1.66		$	1.13
	Pro forma — basic		$	1.23		$	0.82		$	1.42		$	0.92
	As reported — diluted		$	1.26		$	0.85		$	1.59		$	1.05
	Pro forma — diluted		$	1.19		$	0.78		$	1.38		$	0.86

During the three and nine months ended December 31, 2003 and 2002, compensation expense for Class B stock option plans, based on the estimated fair value at the grant dates in accordance with the provisions of SFAS No. 123, would not have had a material impact on reported net income and net earnings per share.

At our Annual Meeting of Stockholders, held on July 31, 2003, the stockholders elected (i) to amend the 2000 Equity Incentive Plan to increase by 11,000,000 the number of shares of Class A common stock reserved for issuance under the Plan and (ii) to amend the 2000 Employee Stock Purchase Plan to increase by 300,000 the number of shares of Class A common stock reserved for issuance under the Plan.

In May 2003, we recorded an additional $1.2 million of goodwill as a result of our acquisition of Square Co., Ltd.’s 30 percent interest in Electronic Arts Square K.K. See Note 14 of the Notes to Condensed Consolidated Financial Statements for further discussion on this joint venture termination. Additionally, in October 2003, we recorded $0.9 million of goodwill as a result of our acquisition of Studio 33 (UK) Limited. Goodwill information is as follows (in thousands):


						Effects of
						Foreign
	Goodwill as of		Goodwill			Currency			Goodwill as of
	March 31, 2003		Acquired			Translation			December 31, 2003

Goodwill	$	86,031	$	2,088		$	1,739		$	89,858


Other intangibles assets, net, consisted of the following (in thousands):

	December 31, 2003

	Gross											Other
	Carrying		Accumulated									Intangibles,
	Amount		Amortization			Impairment			Other			Net

Developed/Core Technology	$	28,263	$	(18,886	)	$	(9,377	)	$	—		$	—
Tradename		35,169		(14,872	)		(1,211	)		—			19,086
Subscribers and Other Intangibles		8,694		(6,302	)		(1,776	)		(552	)		64

Total	$	72,126	$	(40,060	)	$	(12,364	)	$	(552	)	$	19,150


	March 31, 2003

	Gross											Other
	Carrying		Accumulated									Intangibles,
	Amount		Amortization			Impairment			Other			Net

Developed/Core Technology	$	28,263	$	(18,886	)	$	(9,377	)	$	—		$	—
Tradename		35,169		(12,763	)		(1,211	)		—			21,195
Subscribers and Other Intangibles		8,694		(6,298	)		(1,776	)		(514	)		106

Total	$	72,126	$	(37,947	)	$	(12,364	)	$	(514	)	$	21,301


Amortization expense for the three and nine months ended December 31, 2003 was $0.6 million and $2.1 million, respectively. Amortization expense for the three and nine months ended December 31, 2002 was $2.2 million and $6.7 million, respectively. Other intangible assets are amortized using the straight-line method over the lesser of their estimated useful lives or the agreement terms, typically from two to twelve years.

As of December 31, 2003, future intangible asset amortization expense is estimated as follows (in thousands):

Fiscal Year Ended March 31,

2004 (remaining three months)												$	622
2005													2,489
2006													2,489
2007													2,489
2008													2,489
Thereafter													8,572

Total												$	19,150

Royalty advances are classified as current and non-current assets based upon estimated net product sales for the following year. The current portion of prepaid royalties, included in Other current assets, and the long-term portion, included in Other assets, is as follows (in thousands):

Inventories, net, are stated at the lower of cost (first-in, first-out method) or market. Inventories, net, as of December 31, 2003 and March 31, 2003 consisted of (in thousands):

Accrued and other liabilities as of December 31, 2003 and March 31, 2003 consisted of (in thousands):

SFAS No. 131, “Disclosures About Segments of An Enterprise And Related Information”, establishes standards for the reporting by public business enterprises of information about operating segments, product lines, geographic areas and major customers. The method for determining what information to report is based on the way that management organizes the operating segments within the business enterprise for making operational decisions and assessments of financial performance.

Our Chief Operating Decision Maker is considered to be the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis accompanied by disaggregated information about net revenue by geographic region and by product lines for purposes of making operating decisions and assessing financial performance.

•

EA Core business segment: creation, marketing and distribution of interactive entertainment software.

•

EA.com business segment: creation, marketing and distribution of interactive entertainment software which can be played or sold online, ongoing management of subscriptions of online games and website advertising.

In March 2003, we consolidated the operations of the EA.com business segment into our core business. We consider online functionality to be integral to our existing and future products. Accordingly, beginning April 1, 2003, we no longer manage our online products and services as a separate business segment, and have consolidated our reporting related to online products and services into our reporting for the overall development and publication of our core products for all reporting periods ending after that date. We believe that this better reflects the way in which the Chief Operating Decision Maker reviews and manages our business and reflects the importance of the online products and services relative to the rest of our business. Concurrently, we also eliminated separate reporting for Class B common stock for all reporting periods ending after April 1, 2003.

Information about our operations in North America and international geographies for the three and nine months ended December 31, 2003 and 2002 is presented below (in thousands):


					Asia
					Pacific
	North				(excluding
	America		Europe		Japan)		Japan		Total

Three months ended December 31, 2003
Net revenue from unaffiliated customers	$	753,456	$	658,322	$	42,775	$	20,770	$	1,475,323
Interest income		6,231		863		33		—		7,127
Depreciation and amortization		21,293		7,409		269		97		29,068
Total assets		2,356,505		890,223		57,650		34,050		3,338,428
Capital expenditures		22,112		4,734		272		129		27,247
Long-lived assets		241,606		142,760		2,327		2,341		389,034

Three months ended December 31, 2002
Net revenue from unaffiliated customers	$	695,630	$	470,742	$	38,208	$	29,146	$	1,233,726
Interest income		4,404		575		34		—		5,013
Depreciation and amortization		21,111		3,453		227		165		24,956
Total assets		1,750,576		626,301		50,398		33,750		2,461,025
Capital expenditures		8,550		1,894		470		170		11,084
Long-lived assets		279,067		137,973		2,035		2,562		421,637

Nine months ended December 31, 2003
Net revenue from unaffiliated customers	$	1,310,481	$	931,250	$	74,863	$	42,115	$	2,358,709
Interest income		18,502		2,525		97		—		21,124
Depreciation and amortization		41,519		17,240		746		410		59,915
Capital expenditures		44,380		10,538		879		140		55,937

Nine months ended December 31, 2002
Net revenue from unaffiliated customers	$	1,182,768	$	713,926	$	67,200	$	55,220	$	2,019,114
Interest income		12,688		1,368		128		1		14,185
Depreciation and amortization		62,410		10,771		689		459		74,329
Capital expenditures		26,383		7,021		732		334		34,470

Sales to Wal-mart Stores represented 12 and 13 percent of our total net revenue for the three and nine months ended December 31, 2003, respectively. Sales to Wal-mart Stores represented 10 and 12 percent of our total net revenue for the three and nine months ended December 31, 2002, respectively.

Information about our net revenue by product line for the three and nine months ended December 31, 2003 and 2002 is presented below (in thousands):


	Three Months Ended				Nine Months Ended
	December 31,				December 31,

	2003		2002		2003		2002

PlayStation® 2	$	731,587	$	459,407	$	1,071,136	$	752,717
PC		219,939		219,083		393,299		377,835
Xbox®		204,565		116,836		304,777		174,466
Nintendo GameCube™		103,804		111,103		149,511		153,897
Game Boy® Advance		57,194		68,102		63,362		73,919
Subscription Services		11,781		11,236		36,536		28,096
PlayStation®		13,344		53,066		26,657		90,495
Advertising, Programming, Licensing, and Other		10,804		37,424		27,067		66,932
Co-publishing and Distribution		122,305		157,469		286,364		300,757

Total net revenue	$	1,475,323	$	1,233,726	$	2,358,709	$	2,019,114

SFAS No. 130, “Reporting Comprehensive Income”, requires classification of other comprehensive income in a financial statement and display of other comprehensive income separately from retained earnings and additional paid-in capital. Other comprehensive income primarily includes foreign currency translation adjustments and unrealized gains (losses) on investments.

The components of comprehensive income, net of tax, for the three and nine months ended December 31, 2003 and 2002 are summarized as follows (in thousands):


		Three Months Ended						Nine Months Ended
		December 31,						December 31,

		2003			2002			2003			2002

Net Income		$	392,296		$	250,219		$	487,252		$	307,857
Other comprehensive income:
	Change in unrealized appreciation (loss) on investments, net of tax (benefit)/expense of $(358), $165, $(1,033), and $1,636, respectively		(938	)		153			(2,442	)		1,317
	Adjustments for loss (gain) on investments realized in net income, net of tax (benefit)/expense of $3, $(693), $0, and $(252), respectively		7			(1,544	)		—			374
	Foreign currency translation adjustments		5,822			3,737			18,697			11,509

	Total other comprehensive income	$	4,891		$	2,346		$	16,255		$	13,200


Total comprehensive income		$	397,187		$	252,565		$	503,507		$	321,057

During the three months ended December 31, 2003, we changed our projected annual effective income tax rate for fiscal 2004 to 30 percent. We previously projected this rate to be 31 percent. This change is primarily attributable to a higher portion of our projected income being international taxable income, which is subject to lower statutory rates, than previously anticipated. As a result of the change to our projected effective tax rate for fiscal 2004, we recognized $7.0 million (or $0.02 per basic and diluted share) less income tax expense during the three months ended December 31, 2003 than we would have recognized had our projected annual effective tax rate remained at 31 percent.

The following summarizes the computations of Basic Earnings Per Share (“EPS”) and Diluted EPS. Basic EPS is computed as net earnings divided by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans including stock options, restricted stock awards, warrants and other convertible securities using the treasury stock method.


		Three Months Ended				Nine Months Ended
		December 31, 2003				December 31, 2003

		Class A		Class A		Class A		Class A
		common		common		common		common
(In thousands, except per share amounts):		stock - basic		stock - diluted		stock - basic		stock - diluted

Net income		$	392,296	$	392,296	$	487,252	$	487,252

Shares used to compute net earnings per share:
	Weighted-average common shares		297,787		297,787		294,001		294,001
	Dilutive stock equivalents		—		13,676		—		12,736

Dilutive potential common shares			297,787		311,463		294,001		306,737

Net earnings per share:
	Basic	$	1.32		N/A	$	1.66		N/A
	Diluted		N/A	$	1.26		N/A	$	1.59


		Three Months Ended
		December 31, 2002

		Class A			Class A		Class B
		common			common		common
(In thousands, except per share amounts):		stock - basic			stock - diluted		stock

Net income (loss) before retained interest in EA.com		$	279,179		$	250,219	$	(28,960	)
Net loss related to retained interest in EA.com			(25,485	)		—		25,485

Net income (loss)		$	253,694		$	250,219	$	(3,475	)

Shares used to compute net earnings (loss) per share:
	Weighted-average common shares		283,777			283,777		4,051
	Dilutive stock equivalents		—			12,273		—

Dilutive potential common shares			283,777			296,050		4,051

Net earnings (loss) per share:
	Basic	$	0.89			N/A	$	(0.86	)
	Diluted		N/A		$	0.85	$	(0.86	)


		Nine Months Ended
		December 31, 2002

		Class A			Class A		Class B
		common			common		common
(In thousands, except per share amounts):		stock - basic			stock - diluted		stock

Net income (loss) before retained interest in EA.com		$	380,076		$	307,857	$	(72,219	)
Net loss related to retained interest in EA.com			(62,581	)		—		62,581

Net income (loss)		$	317,495		$	307,857	$	(9,638	)

Shares used to compute net earnings (loss) per share:
	Weighted-average common shares		280,386			280,386		5,247
	Dilutive stock equivalents		—			13,335		—

Dilutive potential common shares			280,386			293,721		5,247

Net earnings (loss) per share:
	Basic	$	1.13			N/A	$	(1.84	)
	Diluted		N/A		$	1.05	$	(1.84	)

Excluded from the above computation of weighted-average shares for Class A Diluted EPS for the three and nine months ended December 31, 2003, were options to purchase 3,084,000 and 1,971,000 shares, respectively, as the options’ exercise prices were greater than the average market price of the common shares during the respective periods. For the three and nine months ended December 31, 2003, the weighted-average exercise prices of these options were $49.03 and $46.79 per share, respectively.

Excluded from the above computation of weighted-average shares for Class A Diluted EPS for the three and nine months ended December 31, 2002, were options to purchase 551,000 and 2,665,000 shares, respectively, as the options’ exercise prices were greater than the average market price of the common shares during the respective periods. For the three and nine months ended December 31, 2002, the weighted-average exercise prices of these options were $33.09 and $31.77 per share, respectively.

For the three and nine months ended December 31, 2002, the Diluted EPS calculation for Class A common stock, presented above, included the potential dilution from the conversion of Class B common stock to Class A common stock in the event that

the initial public offering for Class B common stock did not occur. Net income used for the calculation of Diluted EPS for Class A common stock was $250.2 million for the three months ended December 31, 2002 and $307.9 million for the nine months ended December 31, 2002. This net income included the remaining interest in EA.com, which was directly attributable to outstanding Class B common stock owned by third parties, and would have been included in the Class A common stock EPS calculation in the event that the initial public offering for Class B common stock did not occur. The remaining interest in EA.com was approximately 15 percent through August 2002, 12 percent through February 2003 and one percent through March 2003.

Due to the net loss attributable for the three and nine months ended December 31, 2002 on a diluted basis to Class B common stock, stock options have been excluded from the Diluted EPS calculation as their inclusion would have been antidilutive. Had net income been reported for the nine months ended December 31, 2002, an additional 297,000 shares would have been added to diluted potential common shares for Class B common stock.

During the third quarter of fiscal 2003, we closed our office located in San Francisco, California and our studio located in Seattle, Washington. The office and studio closures were a result of a strategic decision to consolidate local development efforts in Redwood City, California and Vancouver, British Columbia, Canada. We recorded total pre-tax charges of $9.4 million, consisting of $7.3 million for consolidation of facilities, $1.5 million for the write-off of non-current assets and $0.6 million for workforce reductions. The facilities charge was net of a reduction in deferred rent of $0.5 million.

Additionally, during the fourth quarter of fiscal 2003, we approved a plan to consolidate the Los Angeles, California, Irvine, California and Las Vegas, Nevada, studios into one major game studio in Los Angeles. These measures were taken in order to maximize efficiencies and streamline the creative development process and operations of our studios. In connection with these consolidation activities, we recorded a total pre-tax restructuring charge of $5.1 million, including $1.6 million for the shutdown of facilities related to non-cancelable lease payments for permanently vacated properties and associated costs, $2.0 million for the write-off of abandoned equipment and leasehold improvements at facilities that were permanently vacated and $1.5 million for employee severance expenses related to involuntary terminations.

Fiscal 2003 Restructuring
In March 2003, we consolidated the operations of the EA.com business segment into our core business segment, and eliminated separate reporting for Class B common stock for all reporting periods after fiscal 2003. During the fourth quarter of fiscal 2003, we recorded restructuring charges of $67.0 million, consisting of $1.8 million for workforce reductions, $2.3 million for consolidation of facilities and other administrative charges, and $62.9 million for the impairment of non-current assets. The estimated costs for workforce reduction included severance charges for terminated employees, costs for certain outplacement service contracts and costs associated with the tender offer to retire employee Class B options. The consolidation of facilities resulted in the closure of EA.com’s Chicago, Illinois, and Charlottesville, Virginia facilities and an adjustment for the closure of EA.com’s San Diego, California studio in fiscal 2002.

The impairment charges on long-lived assets of $62.9 million included $24.9 million relating to customized internal-use software systems for the EA.com infrastructure, $25.6 million for other long-lived assets and $12.4 million of finite-lived intangibles relating to EA.com’s Kesmai and Pogo studios. The fair-value-based tests performed in accordance with our annual procedures did not indicate an impairment of the recorded goodwill at the EA.com reporting unit level.

Fiscal 2002 Restructuring
In October 2001, we announced a restructuring plan for the EA.com business segment. The restructuring initiatives involved strategic decisions to discontinue certain product offerings and focus only on key online priorities that aligned with our fiscal 2003 operational objectives. During fiscal 2002, we recorded restructuring charges of $20.3 million, consisting of $4.2 million for workforce reductions, $3.3 million for consolidation of facilities and other administrative charges, and $12.8 million for the write-off of non-current assets and facilities. The estimated costs for workforce reduction included severance charges for terminated employees and costs for certain outplacement service contracts. The consolidation of facilities resulted in the closure

of EA.com’s San Diego, California, studio and consolidation of its San Francisco, California, and Charlottesville, Virginia, facilities.

Impairment charges on long-lived assets amounted to $12.8 million, including $11.2 million relating to abandoned technologies consisting of customized internal-use software systems for the EA.com infrastructure, $1.0 million of Kesmai intangibles associated with discontinued products and services and $0.6 million of goodwill charges relating to EA.com’s San Diego studio closure.

The following table summarizes the activity in the accrued studio and online restructuring account for the nine months ended December 31, 2003 (in thousands):

We expect the remaining accrued restructuring balance of $6.8 million to be fully utilized by December 31, 2006.

As of December 31, 2003, the estimated costs for consolidation of facilities included contractual rental commitments of $9.9 million under real estate leases for unutilized office space offset by $3.9 million of estimated future sub-lease income, costs to close or consolidate facilities, and costs to write off a portion of the assets from these facilities.

The restructuring accrual is included in other accrued expenses in Note 7 of the Notes to Condensed Consolidated Financial Statements.

In July 2003, we entered into a lease agreement with an independent third party (the “Landlord”) for a studio facility in Los Angeles, California, which commenced in October 2003 and expires in September 2013 with two five-year options to extend the lease term. Additionally, we have options to purchase the property after five and ten years based on the fair market value of the property at the date of sale, a right of first offer to purchase the property upon terms offered by the landlord, and a right to share in the profits from a sale of the property. We accounted for this arrangement as an operating lease in accordance with SFAS No. 13, “Accounting for Leases”, as amended. Existing campus facilities comprise a total of 243,000 square feet and provide space for research and development functions. The rental obligation under this agreement is $50.2 million over the initial ten-year term of the lease. We will take possession of the property over a period of 18 months as the facilities become available for use. The above commitment is offset by sublease income of $5.8 million for the sublet to an affiliate of the Landlord of 18,000 square feet of the Los Angeles facility, which commenced in October 2003 and expires in September 2013 with options of early termination by the affiliate after five years and by EA after four and five years.

additional extension of the lease or (ii) sale of the property to a third party while we retain an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $128.9 million if the sales price is less than this amount, subject to certain provisions of the lease.

In December 2000, we entered into a second build-to-suit lease with Keybank National Association for a five-year term from December 2000 to expand our headquarters facilities and develop adjacent property adding approximately 310,000 square feet to our campus. Construction was completed in June 2002. We accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. The facilities provide space for marketing, sales and research and development. We have an option to purchase the property for $127.0 million or, at the end of the lease, to arrange for (i) an extension of the lease or (ii) sale of the property to a third party while we retain an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $118.8 million if the sales price is less than this amount, subject to certain provisions of the lease.

We believe the estimated fair value of both properties under these operating leases are in excess of their respective guaranteed residual values at December 31, 2003.

In May 1998, we completed the formation of two new joint ventures in North America and Japan with Square Co., Ltd. (“Square”), a leading developer and publisher of entertainment software in Japan. In North America, the companies formed Square Electronic Arts, LLC (“Square EA”), which had exclusive publishing rights in North America for future interactive entertainment titles created by Square. Additionally, we had the exclusive right to distribute in North America products published by this joint venture. We contributed $3.0 million and owned a 30 percent minority interest in this joint venture while Square owned 70 percent. This joint venture was accounted for under the equity method. The joint venture agreements with Square expired as of March 31, 2003. Our distribution of Square products in North America terminated on June 30, 2003. On May 30, 2003, Square acquired our remaining 30 percent ownership interest in the joint venture for $8.5 million and the investment was removed from the Condensed Consolidated Balance Sheet.

In Japan, the companies established Electronic Arts Square K.K. (“EA Square KK”) in 1998, which localized and published in Japan EA’s properties originally created in North America and Europe, as well as developed and published original videogames in Japan. We contributed cash and had a 70 percent majority ownership interest, while Square contributed cash and owned 30 percent. Accordingly, the assets, liabilities and results of operations for EA Square KK were included in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations since June 1, 1998, the date of formation. Square’s 30 percent interest in EA Square KK has been reflected as “Minority interest in consolidated joint venture” on our Condensed Consolidated Balance Sheet as of March 31, 2003, and Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2002.

In May 2003, we acquired Square’s 30 percent ownership interest in EA Square KK for approximately $2.5 million in cash. As a result of the acquisition, EA Square KK has become our wholly owned subsidiary and has been renamed Electronic Arts K.K. The acquisition was accounted for as a step acquisition purchase and the excess purchase price over fair value of the net tangible assets acquired, $1.2 million, was allocated to goodwill.

In November 1999, Electronic Arts Inc., EA.com and AOL entered into a five-year $81.0 million carriage fee agreement (the “Prior Agreement”) which gave EA.com the exclusive right to provide online games and interactive entertainment content on the “Games” channels/areas of certain AOL online services and gain access to and sell our products to AOL subscribers and to users of AOL properties. This agreement provided for carriage fees, advertising commitments, advertising revenue sharing and other fees.

During the three months ended June 30, 2003, the Prior Agreement was terminated and we entered into a new two-year agreement (the “New Agreement”) under which we will continue to provide current online game content services, and launch new online game content and services, on the “Games” channels/areas of certain AOL online services in exchange for a programming fee from AOL.

Below is a discussion of the Prior Agreement and the changes in our relationship with AOL that are reflected in the New Agreement.

The Prior Agreement provided for total payments of $81.0 million in carriage fees to AOL over the term of the Prior Agreement. Of this amount, $36.0 million was paid upon signing the Prior Agreement with the remainder due in four equal annual installments of $11.25 million beginning with the first anniversary of the initial payment. We made carriage payments to AOL of $11.25 million in each of the fiscal years 2003, 2002 and 2001. Due to the termination of the Prior Agreement in June 2003, we are no longer required to make the last $11.25 million carriage payment. There was no carriage fee expense for the three and nine months ended December 31, 2003. Carriage fee expense for the three and nine months ended December 31, 2002 was $4.5 million and $13.4 million, respectively.

Carriage fee amounts paid under the Prior Agreement were capitalized as a prepaid asset as payments were made to AOL. Until April 1, 2003, the total carriage fee of $81.0 million that was provided for in the Prior Agreement was being expensed using the straight-line method over the remaining life of the Prior Agreement subsequent to EA.com’s site launch in October 2000. As the carriage fee was expensed, we applied the portion that had been paid against the prepaid asset and recorded the remaining amount as a liability. Amortization expense was classified as “Marketing and sales” expense in our Condensed Consolidated Statements of Operations. The prepaid asset and liability balances were classified as “Other assets” and “Accrued and other liabilities”, respectively, on our Condensed Consolidated Balance Sheets.

Under the New Agreement, in July 2003, AOL refunded $18.0 million in carriage fees that we had previously paid to AOL under the Prior Agreement. This refund was applied against the prepaid balance and the remaining asset, $6.4 million, is being amortized over the term of the New Agreement as a reduction to revenue.

The New Agreement provides for AOL payments to us of $27.5 million over the two-year term of the New Agreement as a programming fee. Of the total $27.5 million, $20.8 million pertains to existing online games content and services that we currently provide on the “Games” channels/areas of the AOL properties, and is being recognized as revenue ratably over the term of the New Agreement. The remaining $6.7 million pertains to new online games content and services to be delivered during the term of the New Agreement. This portion of the programming fee will be recognized as revenue as the required new content and services are delivered. During the three and nine months ended December 31, 2003, $2.6 million and $7.5 million have been recognized as programming fee revenue, respectively.

Under the Prior Agreement, we also made a commitment to spend $15.0 million in offline media advertisements prior to March 31, 2005 consisting of:

•

$10.0 million on television, radio, print and outdoor advertising promoting the availability of EA.com games on certain AOL online services; and

•

$5.0 million ($1.0 million per year over the five year agreement) on television, radio, print and outdoor advertising promoting the availability of a specific category of EA.com games (so-called “parlor games”) on certain AOL online services.

Under the Prior Agreement, we were free to purchase this advertising from any television, radio, print or outdoor media property that we chose, not necessarily from any AOL-affiliated media property. We did not purchase any advertisements from AOL, though we purchased some qualifying advertising from AOL affiliates. Through March 31, 2003, we expensed the advertising as it was incurred. These costs were classified as “Marketing and sales” expense in our Condensed Consolidated Statements of Operations. As of March 31, 2003, we had spent approximately $4.3 million against this commitment.

Upon the termination of the Prior Agreement, this advertising commitment was extinguished, and there is no similar commitment provided for in the New Agreement.

Advertising revenue is derived principally from the sale of banner and in-game advertisements. Banner and in-game advertising is typically generated from contracts in which either we or AOL provide a minimum number of impressions over the term of the agreed-upon commitment. Revenue is recognized as the impressions are delivered, provided that no significant obligations remain and collection of the related receivable is probable. Under the Prior Agreement, advertising revenue generated on the AOL Games Channel was recorded net of the applicable revenue share owed to AOL.

The Prior Agreement required that AOL pay us 50 percent of all revenue collected by AOL from the sale of advertisements on our online games sites, until advertising revenue reached $16.0 million in a year (measured from October 1 through the following September 30). Thereafter, the Prior Agreement provided that AOL would pay us 70 percent of all advertising revenue collected by AOL from the sale of advertisements on our game sites. Under the New Agreement, AOL is entitled to retain all advertising revenue they collect from the sale of advertisements on our games sites on the AOL properties, until net advertising revenue reaches $20.0 million in the twelve months ended March 31, 2004, and until net advertising revenue reaches $35.0 million for the remainder of the term of the New Agreement. After advertising revenue exceeds these thresholds, AOL is required to pay us 50 percent of the additional net advertising revenue.

Under the Prior Agreement, we were also required to pay AOL a percentage of our subscription, e-commerce and anchor tenancy revenue that exceeded certain amounts. These costs were expensed as incurred and were classified as “Cost of goods sold” in our Condensed Consolidated Statements of Operations. We do not net these costs against revenue because we maintain responsibility for providing e-commerce products and subscription services directly to the consumer and retain the primary inventory risk for our products and games service.

Under the New Agreement, we are required to pay AOL a percentage of revenue derived from game service subscriptions, e-commerce, downloadable games and prize games that we makes available on the AOL online services. We account for these amounts in a similar manner as described above.

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” addresses consolidation by business enterprises of variable interest entities (“VIEs”) that either (i) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (ii) are owned by equity investors who lack an essential characteristic of a controlling financial interest. This interpretation applies immediately to VIEs created after January 31, 2003. With regard to VIEs already in existence prior to February 1, 2003, the implementation of FIN 46 has been delayed and currently applies to the first fiscal year or interim period beginning after December 15, 2003. FIN 46 requires disclosure of VIEs in financial statements issued after January 31, 2003, if it is reasonably possible that as of the transition date (i) we will be the primary beneficiary of an existing VIE that will require consolidation, or (ii) we will hold a significant variable interest in, or have significant involvement with, an existing VIE. We do not believe that we have any entities that will require disclosure or new consolidation as a result of adopting the provisions of FIN 46.

In January 2003, the Emerging Issues Task Force reached consensus on Issue No. 00-21 (“EITF 00-21”), “Revenue Arrangements with Multiple Deliverables”. EITF 00-21 provides guidance on how to determine whether an arrangement involving multiple deliverables requires that such deliverables be accounted for separately. EITF 00-21 allows for prospective adoption for arrangements entered into after June 15, 2003 or adoption via a cumulative effect of a change in accounting principal. We adopted EITF 00-21 in the quarter ended June 30, 2003; however, it did not have a material impact on our consolidated financial position or results of operations.

In November 2003, the Emerging Issues Task Force reached consensus on paragraph 18 of Issue No. 03-01 (“EITF 03-01”), “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. EITF 03-01 requires that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and SFAS No. 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations” that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. We adopted EITF 03-01 in the quarter ended December 31, 2003; however, it did not have a material impact on the disclosures in our Condensed Consolidated Financial Statements.

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

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward looking. We use words such as “anticipates”, “believes”, “expects”, “intends”, “future” and similar expressions to help identify forward-looking statements. These forward-looking statements are subject to business and economic risk and management’s expectations, and are inherently uncertain and difficult to predict. Our actual results could differ materially from management’s expectations due to such risks. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. Risks and uncertainties that may affect our future results include, but are not limited to, those discussed in this report below under the heading “Risk Factors”, as well as in our Annual Report on Form 10-K for the fiscal year ended March 31, 2003 as filed with the Securities and Exchange Commission (“SEC”) on June 10, 2003 and in other documents we have filed with the SEC.

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, and revenue and expenses during the reporting period. The policies discussed below are considered by management to be critical because they are not only important to the portrayal of our financial condition and results of operations but also because application and interpretation of these policies requires both judgment and estimates on matters that are inherently uncertain and unknown. As a result, actual results may differ materially from our estimates.

We principally derive revenue from sales of packaged interactive software games designed for play on videogame platforms (such as the PlayStation 2, Xbox and Nintendo GameCube), PCs and hand-held game machines (such as the Nintendo Game Boy Advance). Product revenue is recognized net of sales allowances. We also have stock-balancing programs for our PC products, which allow for the exchange of PC products by resellers under certain circumstances. We may decide to provide price protection for both our personal computer and videogame system products. In making this determination, we evaluate inventory remaining in the channel, the rate of inventory sell-through in the channel, and our remaining inventory on hand. It is our general practice to exchange products or give credits, rather than give cash refunds.

We estimate potential future product returns, price protection and stock-balancing programs related to current period product revenue. We analyze historical returns, current sell-through of distributor and retailer inventory of our products, current trends in the videogame market and the overall economy, changes in customer demand and acceptance of our products and other related factors when evaluating the adequacy of the sales returns and price protection allowances. In addition, management monitors and manages the volume of our sales to retailers and distributors and their inventories, as substantial overstocking in the distribution channel can result in high returns or substantial price protection requirements in subsequent periods. In the past, actual returns have not generally exceeded our reserves. However, actual returns and price protections may materially exceed our estimates as unsold products in the distribution channels are exposed to rapid changes in consumer preferences, market conditions or technological obsolescence due to new platforms, product updates or competing products. For example, the risk of product returns for our products may increase as the Xbox, Nintendo GameCube and PlayStation 2 consoles pass the midpoint of their lifecycle and an increasing number and aggregate amount of competitive products heighten pricing and competitive pressures. While management believes it can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, if our estimates changed, our returns reserves would change, which would impact the net revenue we report. For example, if actual returns were significantly greater than the reserves we have established, our actual results would decrease our reported net revenue. Conversely, if actual returns were significantly less than our reserves, this would increase our reported net revenue.

Similarly, significant judgment is required to estimate our allowance for doubtful accounts in any accounting period. We determine our allowance for doubtful accounts by evaluating customer creditworthiness in the context of current economic trends. Depending upon the overall economic climate and the financial condition of our customers, the amount and timing of our bad debt expense could change significantly.

We cannot predict customer bankruptcies or an inability of any of our customers to meet their financial obligations to us. Therefore, our estimates could differ materially from actual results.

Prepaid royalties consist primarily of advances paid to our co-publishing and/or distribution affiliates and license fees paid to celebrities, professional sports organizations and other organizations for our use of their trade names and content. Also included in prepaid royalties are prepayments made to independent software developers under development arrangements that have alternative future uses. Prepaid royalties are expensed at the contractual or effective royalty rate as cost of goods sold based on actual net product sales. We evaluate the future realization of prepaid royalties quarterly to determine amounts we deem unlikely to be realized through product sales. Any impairments determined before the launch of a product are charged to research and development expense. Impairments determined post launch are charged to cost of goods sold. In either case, we rely on forecasted revenue to evaluate the future realization of prepaid royalties. If actual revenue, or revised sales forecasts, falls below the initial forecasted sales, the charge taken may be larger than anticipated in any given quarter. If a charge has been taken prior to the product launch, that amount will not be expensed in future quarters when the product has shipped.

We evaluate both purchased intangible assets and other long-lived assets in order to determine if events or changes in circumstances indicate a potential impairment in value exists. This evaluation requires us to estimate, among other things, the remaining useful lives of the assets and future cash flows of the business. These evaluations and estimates require the use of judgment. Our actual results could differ materially from our current estimates.

Under current accounting standards, we make judgments about the remaining useful lives of purchased intangible assets and other long-lived assets whenever events or changes in circumstances indicate a potential impairment in the remaining value of the assets recorded on our balance sheet. In order to determine if a potential impairment has occurred, management makes various assumptions about the future value of the asset by evaluating future business prospects and estimated cash flows. Our future net cash flows are primarily dependent on the sale of products for play on proprietary videogame consoles, hand-held game machines and PCs (“platforms”). The success of our products is affected by our ability to accurately predict which platforms and which products we develop will be successful. Also, our revenue and earnings are dependent on our ability to meet our product release schedules. Due to product sales shortfalls, we may not realize the future net cash flows necessary to recover our long-lived assets, which may result in an impairment charge being recorded in the future. During the nine months ended December 31, 2003 we did not record impairment charges on long-lived assets. During the nine months ended December 31, 2002, we recorded $1.4 million of impairment charges on long-lived assets.

In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. As part of the process of preparing our Condensed Consolidated Financial Statements for each fiscal period, we are required to estimate our income taxes in each of the jurisdictions in which we operate prior to the completion and filing of tax returns for such periods. This process requires estimating both our geographic mix of income and our current tax exposures in each jurisdiction where we operate. These estimates involve complex issues, require extended periods of time to resolve, and require us to make judgments, such as the determination of deferred tax liabilities and the recoverability of deferred tax assets. A valuation allowance is established to the extent recovery of deferred tax assets is not likely based on our estimation of future taxable income in each jurisdiction. To determine our projected tax rate each quarter, we are required to make a projection of several items, including our projected mix of full-year income in each jurisdiction in which we operate and the related income tax expense in each jurisdiction. The estimated effective tax rate is also adjusted for taxes related to significant unusual items. Changes in our valuation allowance, geographic mix, applicable tax laws and regulations, or estimated level of annual pre-tax income can also affect the overall effective tax rate. Finally, we are frequently audited by domestic and foreign taxing authorities. Developments in these audits are reflected in the effective tax rate as appropriate.

We principally derive revenue from sales of packaged interactive software games designed for play on videogame platforms, PCs and handheld devices. We also derive revenue from selling subscriptions to some of our online games, selling advertisements on our online web pages, receiving programming fees for integrated online content and by allowing other companies to manufacture and sell our products in conjunction with other products.

Geographically, our net revenue for the three and nine months ended December 31, 2003 and 2002 is presented below (in thousands):

Net revenue for the three and nine months ended December 31, 2003 increased by 20 and 17 percent, respectively, compared to the three and nine months ended December 31, 2002. A significant percentage of our business is transacted in foreign currencies which can have a material impact on our results of operations. For example, the average exchange rate for the Euro during the three and nine months ended December 31, 2003, increased approximately 19 percent, as compared with the corresponding periods of the prior year. We estimate that foreign exchange rates (primarily the Euro and the Pound Sterling) strengthened reported net revenue by approximately $83 million, or 7 percent, in the three months ended December 31, 2003, and approximately $119 million, or 6 percent, in the nine months ended December 31, 2003. The overall increase in net revenue can also be attributed to (1) strong sales of our PlayStation 2 and Xbox products, which we believe was driven by an increase in the installed base on these consoles and (2) an 11 percent increase in the number of titles released on these platforms during the nine month period ended December 31, 2003, compared to the nine month period ended December 31, 2002. These increases were partially offset by (1) declines in net revenue from PlayStation products as we transition away from that platform, (2) declines in advertising revenue related to the revised terms of our renegotiated relationship with AOL during the three months ended June 30, 2003, and (3) declines in co-publishing and distribution net revenue primarily due to the termination of our Square EA joint venture during the three months ended June 30, 2003.

For the three and nine months ended December 31, 2003, net revenue from sales in North America increased by 8 and 11 percent, respectively, compared to the three and nine months ended December 31, 2002. Net revenue increased from sales of products on the PlayStation 2 and Xbox platforms by $158.7 million and $251.9 million for the three and nine months, ended December 31, 2003, respectively, but these increases were partially offset by decreases across other platforms.

The net revenue increases in the three and nine months ended December 31, 2003 were primarily driven by sales of products released in the three months ended December 31, 2003 in the Need for Speed, Medal of Honor, The Sims, SSX and Lord of the Rings franchises, which were greater than sales of last year’s products in each of those franchises. Higher sales in these franchises resulted in increases in net revenue of $211.0 and $166.5 million for the three and nine months ended December 31, 2003, respectively, compared to the three and nine months ended December 31, 2002. Continued strong performance from our Madden NFL, Tiger Woods, NBA Street and Def Jam franchises, which had products released in the first six months of fiscal 2004, increased net revenue by $24.3 and $158.0 million in the three and nine months ended December 31, 2003, respectively.

•

Decreased net revenue from our Bond franchise as a result of the scheduled release of James Bond 007™:Everything or Nothing™ (on all platforms except the Game Boy Advance) in the fourth quarter of fiscal 2004, compared to the strong prior-year sales of James Bond 007: NIGHTFIRE, which was released in the third quarter of fiscal 2003.

•

Decreased net revenue from our Harry Potter franchise, as the current release, Harry Potter™: Quidditch™ World Cup, had no associated movie release, while last year’s product, Harry Potter and the Chamber of Secrets, was released in conjunction with the blockbuster movie of the same title.

•

A decrease in co-publishing and distribution net revenue, due in large part to strong prior-year sales in the three and nine months ended December 31, 2002 of Kingdom Hearts (from our Square EA joint venture which was terminated in the three months ended June 30, 2003) and Ty the Tazmanian Tiger, partially offset by the current fiscal year release of Freedom Fighters.

Together, these decreases accounted for $180.7 and $207.8 million for the three and nine months ended December 31, 2003, respectively, compared to the three and nine months ended December 31, 2002.

For the three and nine months ended December 31, 2003, net revenue from sales in Europe increased by 40 and 30 percent, respectively, compared to the three and nine months ended December 31, 2002. We estimate foreign exchange rates strengthened reported European net revenue by approximately $73 million or 16 percent for the three months ended December 31, 2003 and approximately $105 million or 14 percent for the nine months ended December 31, 2003. Net revenue from products on the PlayStation 2, Xbox and PC platforms increased by $211.6 and $216.6 million for the three and nine months ended December 31, 2003, respectively, partially offset by a decrease in PlayStation and other net revenue of $24.4 and $32.4 million, respectively, compared to the three and nine months ended December 31, 2002.

The net revenue increases in the three and nine months ended December 31, 2003 were led by sales of products released in the three months ended December 31, 2003 in the Medal of Honor, Need for Speed, FIFA, The Sims, Lord of the Rings, SSX and Football Manager franchises. Higher sales in these franchises resulted in increases in net revenue of $264.9 and $271.5 million, respectively, for the three and nine months ended December 31, 2003, as compared to the three and nine months ended December 31, 2002. Continued strong performance from our fiscal 2004 second quarter releases in the Tiger Woods and Command & Conquer franchises increased net revenue by $11.6 and $22.6 million for the three and nine months ended December 31, 2003, respectively. In addition, co-publishing and distribution net revenue increased by $1.7 and $34.5 million for the three and nine months ended December 31, 2003, respectively, primarily due to Freedom Fighters, Looney Tunes Back in Action and other European co-publishing and distribution products.

•

Decreased net revenue from our Bond franchise, as a result of the scheduled release of James Bond 007:Everything or Nothing (on all platforms except the Game Boy Advance) in the fourth quarter of fiscal 2004, compared to the strong prior-year sales of James Bond 007: NIGHTFIRE, which was released in the third quarter of fiscal 2003.

•

Decreased net revenue from our Harry Potter franchise, as the current product, Harry Potter: Quidditch World Cup, had no associated movie release, while last year’s release, Harry Potter and the Chamber of Secrets, was released in conjunction with the blockbuster movie of the same title.

•

An expected decrease in sales of our World Cup franchise due to strong sales in the nine months ended December 31, 2002 in conjunction with the World Cup event and no similar event in the nine months ended December 31, 2003.

Together, these decreases accounted for $98.2 and $127.6 million, respectively, for the three and nine months ended December 31, 2003, compared to the three and nine months ended December 31, 2002.

For the three and nine months ended December 31, 2003, net revenue from sales in the Asia Pacific region, excluding Japan, increased by 12 percent and 11 percent, respectively compared to the three and nine months ended December 31, 2002. We estimate foreign exchange rates strengthened reported Asia Pacific net revenue by approximately $8 million or 20 percent, for the three months ended December 31, 2003 and approximately $12 million or 17 percent, for the nine months ended December 31, 2003. Excluding the effect of foreign exchange rates, Asia Pacific net revenue decreased by approximately $3.1 million or 8 percent and $3.9 million or 6 percent, respectively, from the three and nine months ended December 31, 2003. Net revenue increased from sales of products on the PlayStation 2 and Xbox platforms by $8.9 and $11.7 million, for the three and nine months ended December 31, 2003, respectively, but was partially offset by decreases across other platforms. The top three titles were Medal of Honor Rising Sun, Need for Speed Underground and The Lord of the Rings; The Return of the King, partially offset by declines in the Bond and Harry Potter franchises.

For the three and nine months ended December 31, 2003, net revenue from sales in Japan decreased by 29 and 24 percent, respectively compared to the three and nine months ended December 31, 2002. We estimate foreign exchange rates strengthened reported net revenue in Japan by approximately $2 million or 8 percent, and approximately $3 million or 6 percent, respectively, for the three and nine months ended December 31, 2003, compared to the three and nine months ended December 31, 2002. Net revenue from products on the PlayStation 2 and Xbox platforms decreased by $1.6 and $8.9 million, respectively, from the three and nine months ended December 31, 2002, primarily due to declines in the FIFA, Harry Potter and World Cup franchises.

Our worldwide net revenue by product line for the three and nine months ended December 31, 2003 and 2002 is summarized below (in thousands):


Net Revenue for the Three	December 31,		December 31,		Increase/
Months Ended	2003		2002		(Decrease)			% Change

PlayStation 2	$	731,587	$	459,407	$	272,180			59.2	%
PC		219,939		219,083		856			0.4	%
Xbox		204,565		116,836		87,729			75.1	%
Nintendo GameCube		103,804		111,103		(7,299	)		(6.6	%)
Game Boy Advance		57,194		68,102		(10,908	)		(16.0	%)
Subscription Services		11,781		11,236		545			4.9	%
PlayStation		13,344		53,066		(39,722	)		(74.9	%)
Advertising, Programming, Licensing, and Other		10,804		37,424		(26,620	)		(71.1	%)

		1,353,018		1,076,257		276,761			25.7	%
Co-publishing and Distribution		122,305		157,469		(35,164	)		(22.3	%)

Total Net Revenue	$	1,475,323	$	1,233,726	$	241,597			19.6	%


Net Revenue for the Nine	December 31,		December 31,		Increase/
Months Ended	2003		2002		(Decrease)			% Change

PlayStation 2	$	1,071,136	$	752,717	$	318,419			42.3	%
PC		393,299		377,835		15,464			4.1	%
Xbox		304,777		174,466		130,311			74.7	%
Nintendo GameCube		149,511		153,897		(4,386	)		(2.8	%)
Game Boy Advance		63,362		73,919		(10,557	)		(14.3	%)
Subscription Services		36,536		28,096		8,440			30.0	%
PlayStation		26,657		90,495		(63,838	)		(70.5	%)
Advertising, Programming, Licensing, and Other		27,067		66,932		(39,865	)		(59.6	%)

		2,072,345		1,718,357		353,988			20.6	%
Co-publishing and Distribution		286,364		300,757		(14,393	)		(4.8	%)

Total Net Revenue	$	2,358,709	$	2,019,114	$	339,595			16.8	%

For the three months ended December 31, 2003, net revenue from PlayStation 2 products increased by 59 percent to $731.6 million versus $459.4 million for the three months ended December 31, 2002. The increase was primarily due to strong sales of Medal of Honor, Need for Speed, The Sims and FIFA franchise products in the quarter ended December 31, 2003, as a result of current quarter releases of Medal of Honor Rising Sun, Need for Speed Underground and FIFA Soccer 2004. These increases were partially offset by decreases in net revenue from sales of our Bond and Harry Potter franchise products. Eleven titles were released on the PlayStation 2 platform in the three months ended December 31, 2003 versus nine in the same period in the prior fiscal year.

For the nine months ended December 31, 2003, net revenue from PlayStation 2 products increased by 42 percent to $1,071.1 million versus $752.7 million for the nine months ended December 31, 2002. The increase was primarily due to current fiscal

year sales of hit titles Madden NFL 2004, Need for Speed Underground, FIFA Soccer 2004, and franchise products including The Sims, SSX and NBA Street. These increases were partially offset by decreases in net revenue from sales of our Bond and Harry Potter franchise products. Twenty titles were released on the PlayStation 2 platform in the nine months ended December 31, 2003 versus 17 in the same period in the prior fiscal year.

For the three months ended December 31, 2003, net revenue from products for the PC remained relatively flat, increasing by 0.4 percent to $219.9 million versus $219.1 million in the three months ended December 31, 2002. The slight increase is primarily attributable to sales of our Lord of the Rings and Command & Conquer franchise products, specifically The Lord of the Rings; The Return of the King, Command & Conquer Generals Zero Hour and Command & Conquer Generals. These increases were substantially offset by lower net revenue from sales of our Harry Potter franchise products.

For the nine months ended December 31, 2003, net revenue from products for the PC increased by 4 percent to $393.3 million versus $377.8 million in the nine months ended December 31, 2002. The increase was primarily due to stronger current year net revenue from sales of our Command & Conquer and Lord of the Rings franchise products, partially offset by lower net revenue from the sales of our Harry Potter franchise products. Significant current fiscal year releases include Command & Conquer Generals Zero Hour, Command & Conquer Generals and The Lord of the Rings; The Return of the King. In addition, prior fiscal year releases continued to generate strong sales, particularly The Sims Deluxe and The Sims Unleashed. Nineteen titles were released on the PC platform in the nine months ended December 31, 2003 versus 14 titles released in the same period of the prior fiscal year.

For the three months ended December 31, 2003, net revenue of Xbox products increased by 75 percent to $204.6 million versus $116.8 million in the three months ended December 31, 2002. The increase was primarily due to the sales of our Need for Speed, Medal of Honor, Lord of the Rings and The Sims franchise products. Significant titles released in the current quarter included Need for Speed Underground, Medal of Honor Rising Sun and The Lord of the Rings; The Return of the King. These increases were partially offset by decreases in net revenue from sales of our Bond franchise products. Eleven titles were released in the three months ended December 31, 2003 versus eight in the same period in the prior fiscal year.

For the nine months ended December 31, 2003, net revenue of Xbox products increased by 75 percent to $304.8 million versus $174.5 million in the nine months ended December 31, 2002. The increase was primarily due to strong sales of our Lord of the Rings, Need for Speed, The Sims, Medal of Honor and Madden NFL franchise products. Significant titles released in the current fiscal year included Madden NFL 2004, Need for Speed Underground, Medal of Honor Rising Sun and The Lord of the Rings; The Return of the King. These increases were partially offset by decreases in net revenue from sales of our Bond franchise products. Eighteen titles were released on the Xbox platform in the nine months ended December 31, 2003 versus 13 in the same period in the prior fiscal year.

For the three months ended December 31, 2003, net revenue from Nintendo GameCube products decreased by 7 percent to $103.8 million versus $111.1 million for the three months ended December 31, 2002. The decrease was primarily due to lower sales of our franchise products including Bond, Harry Potter and Madden NFL, partially offset by increased franchise sales of Lord of the Rings, The Sims and SSX.

For the nine months ended December 31, 2003, net revenue from Nintendo GameCube products decreased by 3 percent to $149.5 million versus $153.9 million for the nine months ended December 31, 2002. The slight decrease was attributable to lower sales of our Bond and Harry Potter franchise products in the current fiscal year, partially offset by increased sales of our Lord of the Rings, The Sims and Def Jam franchise products. Sixteen titles were released on the Nintendo GameCube platform in the nine months ended December 31, 2003 versus 15 in the same period in the prior fiscal year.

For the three and nine months ended December 31, 2003, net revenue from our Game Boy Advance products was $57.2 million and $63.4 million, respectively, compared to $68.1 million and $73.9 million, respectively, for the three and nine months ended December 31, 2002. This represented a 16 and 14 percent decrease for the three and nine months ended December 31, 2003, respectively. Net revenue from Game Boy Advance products decreased primarily due to strong sales of Harry Potter and the Chamber of Secrets in the three and nine months ended December 31, 2002. This was partially offset by current year releases including Harry Potter: Quidditch World Cup, The Sims Bustin’ Out, James Bond 007: Everything or Nothing and Medal of Honor Infiltrator.

For the three and nine months ended December 31, 2003, net revenue from subscription fees for our online games was $11.8 million and $36.5 million, respectively, compared to $11.2 million and $28.1 million, respectively, for the three and nine months ended December 31, 2002. This represented a 5 and 30 percent increase for the three and nine months ended December 31, 2003, respectively. Subscription services net revenue increased primarily due to a higher number of users for The Sims Online (launched in December 2002) compared to the same periods a year ago, Club Pogo (launched in July 2003) and Pogo Downloadables (launched in May 2003), partially offset by a decrease in subscription net revenue from Motor City Online (which was discontinued in August 2003). In addition, a portion of the increase for the nine months ended December 31, 2003 was attributable to Earth & Beyond™, which was launched in September 2002.

For the three and nine months ended December 31, 2003, net revenue from PlayStation products was $13.3 million and $26.7 million, respectively, compared to $53.1 million and $90.5 million, respectively, for the three and nine months ended December 31, 2002. This represented a 75 and 71 percent decrease for the three and nine months ended December 31, 2003, respectively. As we expected, the decrease in net revenue was attributable to the market transition to newer generation console systems. Although our PlayStation products are playable on the PlayStation 2 console, we expect sales of current PlayStation products to continue to decline throughout the remainder of fiscal 2004. We released one and three new titles on the PlayStation platform in the three and nine months ended December 31, 2003, respectively, versus three and six titles in the three and nine months ended December 31, 2002, respectively.

For the three and nine months ended December 31, 2003, net revenue from advertising, programming, licensing and other was $10.8 million and $27.1 million, respectively, compared to $37.4 million and $66.9 million, respectively, for the three and nine months ended December 31, 2002. This represented a 71 and 60 percent decrease, for the three and nine months ended December 31, 2003, respectively. Advertising net revenue decreased primarily due to the revised terms of our renegotiated relationship with AOL during the three months ended June 30, 2003. In addition, the decrease in other net revenue was primarily due to the net revenue decrease from our Harry Potter franchise products on the Game Boy Color platform in the three and nine months ended December 31, 2003 versus the same periods in the prior fiscal year. No titles were released on the Game Boy Color platform in the nine months ended December 31, 2003 versus one title released in the nine months ended December 31, 2002.

For the three months ended December 31, 2003, net revenue from co-publishing products and distribution products decreased 22 percent to $122.3 million compared to $157.5 million in the three months ended December 31, 2002. This decrease was primarily due to strong sales in the three months ended December 31, 2002, of Kingdom Hearts and Ty the Tazmanian Tiger partially offset by sales of Freedom Fighter in the three months ended December 31, 2003.

For the nine months ended December 31, 2003, net revenue from co-publishing products and distribution products decreased 5 percent to $286.4 million compared to $300.8 million in the nine months ended December 31, 2002. The slight decrease was primarily due to strong sales in the nine months ended December 31, 2002, of Kingdom Hearts and Ty the Tazmanian Tiger partially offset by current year titles sales of Freedom Fighters, Looney Tunes: Back in Action and the Battlefield franchise products.

Cost of goods sold for our disk-based and cartridge-based products consists of (1) actual product costs, (2) royalties expense for celebrities, professional sports and other organizations and independent software developers, (3) manufacturing royalties, net of volume discounts, (4) expense for defective products, (5) write-off of post-launch prepaid royalty costs, and (6) operations expense. Cost of goods sold for our online product subscription business consists primarily of data center and bandwidth costs associated with hosting our websites, credit card fees and royalties for use of third party properties. Cost of goods sold for our website advertising business consists primarily of ad serving costs.

For the three months ended December 31, 2003, cost of goods sold as a percentage of net revenue decreased by 11.0 percentage points to 34.8 percent from 45.8 percent for the three months ended December 31, 2002. In the three months ended December 31, 2002, we had significant sales from Harry Potter and the Chamber of Secrets and James Bond 007: NIGHTFIRE titles across multiple platforms, which included PlayStation 2, Nintendo GameCube, Xbox and PC. These two titles had significantly higher license royalty rates than the highest net revenue generating titles in the three months ended December 31, 2003. We also had lower development royalties due to a higher mix of titles that were developed internally versus externally. We estimate that lower development royalties increased gross margin by 2 percentage points, which was spread across multiple platforms including PlayStation 2, Nintendo GameCube, Xbox and PC. The decrease in development royalties classified in costs of goods sold was offset by an increase in internal development costs classified in research and development. By platform, the decrease in costs of goods sold is primarily due to:

•

Higher gross margins for PlayStation 2 products contributing 4.4 percentage points to total gross margin. The increase in gross margins was due to lower royalties noted in the paragraph above. In addition, Need for Speed Underground had a lower royalty rate in the three months ended December 31, 2003 than Need for Speed Hot Pursuit 2 in the three months ended December 31, 2002.

•

Higher Nintendo GameCube gross margins contributing 1.4 percentage points to total gross margin. This increase in gross margin was due to the lower royalties noted in the paragraph above and pricing discounts from Nintendo on titles released in the nine months ended December 31, 2003.

•

Higher Xbox gross margins contributing a 1.2 percentage point to total gross margin. The increase in gross margin was due to the lower royalties noted in the above paragraph and a volume discount received from Microsoft for the Medal of Honor Rising Sun product in the three months ended December 31, 2003.

•

Higher PC gross margins contributing a 0.9 percentage point increase to total gross margin. The increase in gross margins was due to lower royalties noted in the paragraph above and lower direct and indirect product costs as a result of lower packaging costs and improved efficiencies.

•

Favorable product mix contributing a 2.0 percentage point increase to total gross margin due to an increase in the percentage of net revenue being derived from higher-gross-margin product lines, such as products for the PlayStation 2 and Xbox and a decrease in the percentage of net revenue derived from lower-gross-margin product lines such as those for the PlayStation and co-publishing and distribution products. Also, within the co-publishing and distribution product line we had a higher proportion of net revenue from co-publishing titles that have a higher gross margin and a lower proportion of net revenue from distribution products that have a lower gross margin.

For the nine months ended December 31, 2003, cost of goods sold as a percentage of net revenue decreased by 7.8 percentage points to 37.2 percent from 45.0 percent for the nine months ended December 31, 2003. In the three months ended December 31, 2002, we had significant sales from Harry Potter and the Chamber of Secrets and James Bond 007: NIGHTFIRE titles across multiple platforms, which included PlayStation 2, Nintendo GameCube, Xbox and PC. These two titles had significantly higher license royalty rates than the highest net revenue generating titles in the nine months ended December 31, 2003. We also had lower development royalties due to a higher mix of titles that were developed internally versus externally. We estimate that lower development royalties increased gross margin by 2 percentage points, which was spread across multiple platforms including PlayStation 2, Nintendo GameCube, Xbox and PC. The decrease in development royalties classified in costs of goods sold is offset by an increase in internal development costs classified in research and development. By platform, the decrease in costs of goods sold is primarily due to:

•

Higher gross margins for PlayStation 2 products contributing a 2.5 percentage point increase to the total gross margin. The increase in gross margins was due to the lower royalties noted in the paragraph above and lower royalty rates for Need for Speed Underground in the nine months ended December 31, 2003 compared to Need for Speed Hot Pursuit 2 and 2002 FIFA World Cup in the nine months ended December 31, 2002.

•

Higher gross margins for Nintendo GameCube products contributing a 1.1 percentage point increase to the total gross margin. The increase in gross margins was due to lower royalties noted in the paragraph above, as well as a pricing discount received from Nintendo on titles released in the nine months ended December 31, 2003 and high returns on Harry Potter and the Chamber of Secrets which resulted in lower effective royalty rates in the nine months ended December 31, 2003.

•

Higher gross margins for PC products contributing a 0.7 percentage point increase to the total gross margin. The increase in gross margins was due to lower royalties noted in the paragraph above and lower direct and indirect product costs as a result of lower packaging costs and improved efficiencies.

•

Higher gross margins for Xbox products contributing a 0.8 percentage point increase to the total gross margin. The increase in gross margin was due to lower royalties noted in the paragraph above and a volume discount received from Microsoft for the Medal of Honor Rising Sun product in the nine months ended December 31, 2003.

•

Favorable product mix contributing a 1.9 percentage point increase to total gross margin due to an increase in the percentage of net revenue being derived from higher-gross-margin product lines, such as products for the PlayStation 2 and Xbox and a decrease in the percentage of net revenue derived from lower-gross-margin product lines such as those for the PlayStation and co-publishing and distribution products. Also, within the co-publishing and distribution product line we had a higher proportion of net revenue from co-publishing titles that have a higher gross margin and a lower proportion of net revenue from distribution products that have a lower gross margin.

Marketing and sales expenses consist of personnel-related costs and advertising, marketing and promotional expenses, net of co-op advertising expense reimbursements. In addition, marketing and sales expense in fiscal 2003 included the amortization of the “carriage” fees payable for the distribution of our online games on AOL, which we are no longer required to pay.

For the three months ended December 31, 2003, marketing and sales expenses increased by 29.2 percent as compared to the three months ended December 31, 2002 primarily due to:

•

An increase in our advertising, contract services and promotional expenses of $39.0 million as we incrementally increased our advertising and our television and video media campaigns, primarily in Europe, to support the release of our new titles during the quarter, which included FIFA Soccer 2004, NBA Live 2004, Need for Speed Underground, SSX3, The Lord of the Rings; The Return of the King, Medal of Honor Rising Sun, and The Sims Bustin’ Out on multiple platforms.

•

A 14 percent increase in headcount to support the growth of our marketing and sales functions worldwide, which resulted in personnel-related costs increasing by approximately $5.0 million.

•

Partially offset by the discontinuance of carriage fee payments to AOL, which resulted in a decrease of $4.5 million.

For the nine months ended December 31, 2003, marketing and sales expenses increased by 16.5 percent as compared to the nine months ended December 31, 2002 primarily due to:

•

An increase in our advertising, contract services and promotional expenses of $44.8 million as we incrementally increased our advertising and our television and video media campaigns, primarily in Europe, to support the release of our new titles during the period, which included FIFA Soccer 2004, NBA Live 2004, Need for Speed Underground, SSX3, The Lord of the Rings; The Return of the King, Medal of Honor Rising Sun, Tiger Woods PGA TOUR 2004, NASCAR Thunder 2004, NCAA Football 2004, and The Sims Bustin’ Out on multiple platforms.

•

A 12 percent increase in headcount to support the growth of our marketing and sales functions worldwide, which resulted in personnel-related costs increasing by approximately $13.0 million.

•

Partially offset by the discontinuance of carriage fee payments to AOL, which resulted in a decrease of $13.4 million.

General and administrative expenses consist of personnel and related expenses of executive and administrative staff, fees for professional services such as legal and accounting, and allowances for bad debts.

For the three months ended December 31, 2003, general and administrative expenses increased by 70.4 percent as compared to the three months ended December 31, 2002 due to:

•

An increase in depreciation expense of approximately $11.0 million primarily due to the one-time acceleration of depreciation on equipment and software that are being replaced and to write-off assets that were taken out of service.

•

An increase in contributions of $8.1 million as we invest in our strategic university relationships.

•

An increase of approximately 17 percent in personnel-related costs to support the continued growth of our business.

•

An increase of approximately $6.0 million in professional services, information technology and facilities expenses.

For the nine months ended December 31, 2003, general and administrative expenses increased by 45.5 percent as compared to the nine months ended December 31, 2002 due to:

•

An increase in depreciation expense of approximately $13.0 million primarily due to accelerated depreciation on equipment and software that are being replaced and to write-off assets that were taken out of service.

•

An increase in contributions of $8.3 million as we invest in our strategic university relationships.

•

An increase of approximately 17 percent in personnel-related costs to support the continued growth of our business.

•

An increase of approximately $14.0 million in professional services, information technology and facilities expenses.

•

Partially offset by a decrease in bad debt expense of $4.7 million, primarily as a result of being able to collect on accounts that we had previously deemed uncollectible. As of December 31, 2003, bad debt expense continued to be less than 0.5 percent of net revenue.

Research and development expenses consist of expenses incurred by our production studios for personnel-related costs, consulting, equipment depreciation, customer relationship management expenses associated with our products and any impairment of prepaid royalties for pre-launch products. Research and development expenses for our online business include expenses incurred by our studios consisting of direct development costs and related overhead costs in connection with the development and production of our online games. Research and development expenses also include expenses associated with development of website content, depreciation on server equipment to support online games, network infrastructure direct expenses, software licenses and maintenance, and network and management overhead.

For the three and nine months ended December 31, 2003, research and development expenses increased by 42.4 percent and 21.8 percent, respectively, compared to the three and nine months ended December 31, 2002. The increases were expected as we continue to support the global growth of research and development. In recent quarters, we have begun to shift the development of a greater number of titles in-house in order to better control the quality of the finished product and to spread the costs of development over a larger franchise base. The increases noted during the three months ended December 31, 2003 were primarily driven by the following:

•

Increases in personnel-related costs of $29.8 million of which approximately $17.5 million resulted from a 29 percent increase in regular full-time employee headcount.

•

An overall increase in external development expenses of $24.8 million related to development of new products.

•

Partially offset by a decrease in depreciation and other operating expenses due to asset impairments recognized in the third and fourth quarters of fiscal 2003.

For the nine months ended December 31, 2003, the increases were primarily driven by the following:

•

Increases in personnel-related costs of $70.7 million of which approximately $47.7 million resulted from a 21 percent increase in regular full-time employee headcount.

•

An overall increase in external development expenses of $16.8 million related to development of new products.

•

Partially offset by a decrease in depreciation and other operating expenses due to asset impairments recognized in the third and fourth quarters of fiscal 2003.

The increase in research and development spending is expected to continue in fiscal 2004 due to an increase in development spending for current generation console products including the PlayStation 2, Xbox and Nintendo GameCube, as well as extending our investment in the PC and future platforms.

For the three months ended December 31, 2003, interest and other income (expense), net, increased from the three months ended December 31, 2002, primarily due to:

•

Other-than-temporary impairment of investments in affiliates of $10.1 million, offset by income of $2.9 million recorded from our equity investment in Square EA LLC and a realized gain of $2.1 million on the sale of marketable securities during the three months ended December 31, 2002.

•

Higher interest income of $2.1 million, as a result of higher average cash balances during the three months ended December 31, 2003.

•

Offset by increased foreign currency losses of $2.6 million, as a result of fluctuations in rates, primarily for the Euro and British Pound, and the purchase of foreign currency options during the three months ended December 31, 2003.

For the nine months ended December 31, 2003, interest and other income (expense), net, increased from the nine months ended December 31, 2002 primarily due to:

•

Other-than-temporary impairment of investments in affiliates of $10.6 million, offset by income of 1.2 million recorded from our equity investment in Square EA LLC during the nine months ended December 31, 2002.

•

Higher interest income of $6.9 million, as a result of higher average cash balances during the nine months ended December 31, 2003.

During the three months ended December 31, 2003, we changed our projected annual effective income tax rate for fiscal 2004 to 30 percent. We previously projected this rate to be 31 percent for the first six months of fiscal 2004 and all of fiscal 2003. This change is primarily attributable to a higher portion of our projected income being international taxable income, which is subject to lower statutory rates, than previously anticipated. As a result of the change to our projected effective tax rate for fiscal 2004, we recognized $7.0 million (or $0.02 per basic and diluted share) less income tax expense during the three months ended December 31, 2003 than we would have recognized had our projected annual effective tax rate remained at 31 percent. Accordingly, our effective income tax rate for the three months ended December 31, 2003 was 29.75 percent, reflecting the adjustment recognized during the quarter to reduce our effective income tax rate for the nine months ended December 31, 2003 to 30 percent.

We intend to indefinitely reinvest our international earnings outside the U.S. and, accordingly, have not provided U.S. taxes that would be incurred if such earnings were repatriated back to the U.S. In addition, tax rates fluctuate and our actual effective tax rate for fiscal 2004 and for future periods could change because of several factors, including a change in mix of income between international and domestic operations, changes to applicable tax laws and regulations, or developments in tax audit matters with various tax authorities.

During the nine months ended December 31, 2003, we generated $107.1 million of cash from operating activities compared to $283.5 million for the nine months ended December 31, 2002. This decline was primarily the result of an increase in operating costs during the three months ended December 31, 2003. We expect a significant increase in operating cash flow during the fourth quarter of fiscal 2004, compared to the same period in fiscal 2003, due to the collection of our third quarter accounts receivable, partially offset by payments for advertising, royalties, income taxes and other related seasonal expenses. We expect this increase in operating cash flow to more than offset the decline in operating cash flow we experienced during the first nine months of fiscal 2004. For the nine months ended December 31, 2003, our primary uses of cash in non-operating activities consisted of net purchases of $617.4 million in short-term investments and $55.9 million in capital expenditures, primarily related to software and leasehold improvements. These non-operating expenditures were offset by $166.3 million in proceeds from the sale of our common stock through employee stock and other plans during the nine months ended December 31, 2003.

Our gross accounts receivable balance was $1,043.7 million and $246.7 million as of December 31, 2003 and March 31, 2003, respectively. Reserves for product returns, pricing allowances and doubtful accounts increased 25.5 percent from $164.6 million at March 31, 2003 to $206.6 million at December 31, 2003. The increase in our accounts receivable balance was primarily due to increased sales during the three months ended December 31, 2003, compared to the three months ended March 31, 2003. We expect to collect a substantial portion of these amounts in January and February 2004. The increase in the overall reserves as of December 31, 2003 was due to expected sales returns associated with our seasonal volume, partially offset by the return and price protection credits processed in the first nine months of fiscal 2004 for products sold in prior periods. Although the absolute dollar amounts of the sales return and price protection reserves had increased as of December 31, 2003, both remained constant compared to March 31, 2003 as a percentage of trailing six and nine months net revenue. We believe these reserves are adequate based on historical experience and our current estimate of potential returns and allowances.

Inventories, net, increased to $64.8 million at December 31, 2003 from $39.7 million at March 31, 2003 primarily due to the seasonality of our business and overall growth in Europe. We typically have a higher inventory balance, as a percentage of net revenue, on hand in Europe compared to North America, due to the need to provide multiple language versions of each title for those countries. No title represented more than $6.0 million (or 10%) at December 31, 2003.

Other current assets increased to $117.9 million at December 31, 2003 from $83.5 million at March 31, 2003 primarily due to increases in volume rebates and advertising credits owed to us by our suppliers and VAT receivable, both relating to the seasonality of our business.

Accounts payable increased to $158.7 million at December 31, 2003 from $106.3 million at March 31, 2003 due to higher inventory purchases, seasonality and the overall increase in our sales during the first nine months of fiscal 2004. We anticipate this balance to decline with our seasonal volume during the three months ended March 31, 2004.

Our accrued and other liabilities increased to $682.8 million at December 31, 2003 from $464.5 million at March 31, 2003, as a result of the overall increase in our sales and related operational expenses and seasonality. The increase was due to increases in our accruals for advertising, royalties, VAT and taxes payable. We anticipate this balance to decline with our seasonal volume during the three months ended March 31, 2004.

We believe the existing cash, cash equivalents, short-term investments, marketable equity securities and cash generated from operations will be sufficient to meet our operating requirements for at least the next twelve months, including working capital requirements, capital expenditures and potential future acquisitions or strategic investments. We may choose at any time to raise additional capital to strengthen our financial position, facilitate expansion, pursue strategic investments or to take advantage of business opportunities as they arise.

A portion of our cash is generated from operations domiciled in foreign tax jurisdictions (approximately $177.5 million as of December 31, 2003) that is designated as permanently invested in the respective tax jurisdiction. While we do not currently believe there is a need to repatriate these funds to the United States in the short term, if these funds are required for our operations in the United States, we would be required to accrue and pay additional taxes to repatriate these funds.

On January 8, 2004, we filed an amended registration statement on Form S-3 with the Securities and Exchange Commission. This registration statement, including the base prospectus contained therein, became effective on January 15, 2004 and uses a “shelf” registration process. This shelf registration statement allows us, at any time, to offer any combination of securities described in the prospectus in one or more offerings up to a total amount of $2.0 billion. Unless otherwise specified in a prospectus supplement accompanying the base prospectus, we will use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes, including for working capital, financing capital expenditures, research and development, marketing and distribution efforts and, if opportunities arise, for acquisitions or strategic alliances. We currently have no definitive plans, and are not in negotiations, relating to acquisitions, investments or strategic alliances to be financed through proceeds from the sale of securities under the shelf registration statement. Pending such uses, we may invest the net proceeds in interest bearing securities. In addition, we may conduct concurrent or other financings at any time.

Our ability to maintain sufficient liquidity could be affected by various risks and uncertainties including, but not limited to, those related to customer demand and acceptance of our titles on new platforms and new versions of our titles on existing platforms, our ability to collect our accounts receivable as they become due, successfully achieving our product release schedules and attaining our forecasted sales objectives, the impact of competition, the economic conditions in the domestic and international

markets, seasonality in operating results, risks of product returns and the other risks described in the “Risk Factors” section below.

Lease Commitments
We lease certain of our current facilities and certain equipment under non-cancelable capital and operating lease agreements. We are required to pay property taxes, insurance and normal maintenance costs for certain of our facilities and will be required to pay any increases over the base year of these expenses on the remainder of our facilities.

In February 1995, we entered into a build-to-suit lease with Keybank National Association on our headquarters facility in Redwood City, California, which was extended in July 2001 and expires in July 2006. We accounted for this arrangement as an operating lease in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 13, “Accounting for Leases", as amended. Existing campus facilities developed in phase one comprise a total of 350,000 square feet and provide space for sales, marketing, administration and research and development functions. We have an option to purchase the property (land and facilities) for $145.0 million or, at the end of the lease, to arrange for (i) an extension of the lease or (ii) sale of the property to a third party while we retain an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $128.9 million if the sales price is less than this amount, subject to certain provisions of the lease.

In December 2000, we entered into a second build-to-suit lease with Keybank National Association for a five-year term beginning December 2000 to expand our Redwood City, California headquarters facilities and develop adjacent property adding approximately 310,000 square feet to our campus. Construction was completed in June 2002. We accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. The facilities provide space for marketing, sales and research and development. We have an option to purchase the property for $127.0 million or, at the end of the lease, to arrange for (i) an extension of the lease, or (ii) sale of the property to a third party while we retain an obligation to the owner for the difference between the sale price and the guaranteed residual value of up to $118.8 million if the sales price is less than this amount, subject to certain provisions of the lease.

We believe the estimated fair value of both properties under these operating leases are in excess of their respective guaranteed residual values at December 31, 2003.

In July 2003, we entered into a lease agreement with an independent third party (“the Landlord”) for a studio facility in Los Angeles, California, which commenced in October 2003 and expires in September 2013 with two five-year options to extend the lease term. Additionally, we have options to purchase the property after five and ten years based on the fair market value of the property at the date of sale, a right of first offer to purchase the property upon terms offered by the landlord, and a right to share in the profits from a sale of the property. We have accounted for this arrangement as an operating lease in accordance with SFAS No. 13, as amended. Existing campus facilities comprise a total of 243,000 square feet and provide space for research and development functions. Our rental obligation under this agreement is $50.2 million over the initial ten-year term of the lease. We will take possession of the property over a period of 18 months as the facilities become available for use. This commitment is offset by sublease income of $5.8 million for the sublet to an affiliate of the Landlord of 18,000 square feet of the Los Angeles facility, which commenced in October 2003 and expires in September 2013 with options of early termination by the affiliate after five years and by EA after four and five years. The contractual obligations table below has been updated to include our gross lease commitment under this lease.

Lease rates are based upon the Commercial Paper Rate. The two lease agreements with Keybank National Association, as described above, require us to maintain certain financial covenants as shown below, all of which we were in compliance with as of December 31, 2003.

In July 2002, we provided an irrevocable standby letter of credit to Nintendo of Europe. The standby letter of credit guarantees performance of our obligations to pay Nintendo of Europe for trade payables of up to 8.0 million Euros. The standby letter of credit expires in July 2005. As of December 31, 2003, we had 1.6 million Euros payable to Nintendo of Europe covered by this standby letter of credit.

In August 2003, we provided an irrevocable standby letter of credit to 300 California Associates II, LLC in replacement of our security deposit for office space. The standby letter of credit guarantees performance of our obligations to pay our lease commitment up to $1.1 million. The standby letter of credit expires in December 2006. As of December 31, 2003, we did not have a payable balance on this standby letter of credit.

Development, Celebrity, League and Content Licenses: Payments and Commitments

The products produced by our studios are designed and created by our employee designers, artists, software programmers and by non-employee software developers (“independent artists”). We typically advance development funds to the independent artists during development of our games, usually in installment payments made upon the completion of specified development milestones. These payments are considered advances against subsequent royalties based on the sales of the products. These terms are typically set forth in written agreements entered into with the independent artists. In addition, we have certain celebrity, league and content license contracts that contain minimum guarantee payments and marketing commitments that are not dependent on any deliverables. Celebrities and organizations with whom we have contracts include: FIFA (soccer); NASCAR (stock car racing); John Madden (professional football); National Basketball Association; PGA TOUR (golf); Tiger Woods (golf); National Hockey League and NHLPA (hockey); Warner Bros. (Harry Potter and Superman); MGM/Danjaq (James Bond); New Line Productions (The Lord of the Rings); National Football League and Players Inc. (professional football); Collegiate Licensing Company (collegiate football and basketball); ISC (stock car racing); Major League Baseball Properties; MLB Players Association (baseball) and Island Def Jam (wrestling). These developer and content license commitments represent the sum of (i) the cash payments due under non-royalty-bearing licenses and services agreements, and (ii) the minimum payments and advances against royalties due under royalty-bearing licenses and services agreements. These minimum guarantee payments and marketing commitments are included in the following table.

The following table summarizes our minimum contractual obligations and commercial commitments as of December 31, 2003 (in thousands), and the effect we expect them to have on our liquidity and cash flow in future periods:


	Contractual Obligations						Commercial Commitments

Fiscal Year			Developer/				Bank and		Letters
Ended			Licensee				Other		of
March 31,	Leases		Commitments		Marketing		Guarantees		Credit		Total

2004 (remaining three months)	$	7,072	$	13,713	$	5,421	$	60	$	1,976	$	28,242
2005		23,336		37,131		12,893		234		—		73,594
2006		24,821		34,313		8,476		204		—		67,814
2007		19,384		11,837		9,664		204		—		41,089
2008		17,141		15,116		9,692		203		—		42,152
Thereafter		45,200		20,021		22,095		203		—		87,519

Total	$	136,954	$	132,131	$	68,241	$	1,108	$	1,976	$	340,410

The lease commitments disclosed above exclude commitments included in our restructuring activities for contractual rental commitments of $9.9 million under real estate leases for unutilized office space, offset by $3.9 million of estimated future sub-lease income. These amounts were expensed in the periods of the related restructuring and are included in our accrued liabilities

reported on our Condensed Consolidated Balance Sheets as of December 31, 2003. (See Note 12 in the Notes to Condensed Consolidated Financial Statements.)

On June 24, 2002, we hired Warren Jenson as our Executive Vice President and Chief Financial and Administrative Officer and agreed to loan Mr. Jenson $4.0 million, to be forgiven over four years based on his continuing employment. Two million dollars of the note will be forgiven after two years employment, and the remainder forgiven after four years. The entire balance of the loan was outstanding as of December 31, 2003.

In April 2002, we agreed to pay certain taxes incurred by Bruce McMillan, Executive Vice President, Group Studio Head of EA Canada, arising from his temporary employment with us in the United Kingdom. Mr. McMillan agreed to reimburse us for those payments upon receipt of his corresponding tax refund from the Canadian taxing authorities. We subsequently paid approximately $168,704 and $32,931 in October 2002 and April 2003, respectively, to the UK Inland Revenue for taxes incurred by Mr. McMillan. In May 2003, Mr. McMillan became an executive officer of Electronic Arts. As of January 22, 2004, Mr. McMillan had repaid us the entire amount of the tax payments we made on his behalf.

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial Statements,” addresses consolidation by business enterprises of variable interest entities (“VIEs”) that either (i) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (ii) are owned by equity investors who lack an essential characteristic of a controlling financial interest. This interpretation applies immediately to VIEs created after January 31, 2003. With regard to VIEs already in existence prior to February 1, 2003, the implementation of FIN 46 has been delayed and currently applies to the first fiscal year or interim period beginning after December 15, 2003. FIN 46 requires disclosure of VIEs in financial statements issued after January 31, 2003, if it is reasonably possible that as of the transition date (i) we will be the primary beneficiary of an existing VIE that will require consolidation, or (ii) we will hold a significant variable interest in, or have significant involvement with, an existing VIE. We do not believe that we have any entities that will require disclosure or new consolidation as a result of adopting the provisions of FIN 46.

Our business is subject to many risks and uncertainties, which may affect our future financial performance. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that could harm our business and financial performance. If any of the events or circumstances described below occurs, our business and financial performance could be harmed and the market value of our securities could decline.

The success of our business is highly dependent on being able to predict which new videogame platforms will be successful, and on the market acceptance and timely release of those platforms.

We derive most of our revenue from the sale of products for play on proprietary videogame platforms of third parties, such as Sony’s PlayStation 2. Therefore, the success of our products is driven in large part by the success of new videogame hardware systems and our ability to accurately predict which platforms will be most successful in the marketplace. We must make product development decisions and commit significant resources well in advance of the anticipated introduction of a new platform. A new platform for which we are developing products may be delayed, may not succeed or may have a shorter life cycle than anticipated. If the platforms for which we are developing products are not released when anticipated or do not attain wide market acceptance, our revenue growth will suffer.

Our platform licensors set the royalty rates and other fees that we must pay to publish games for their platforms, and therefore have significant influence on our costs. If one or more of the platform licensors adopt a different fee structure for future game consoles, our profitability may suffer.

In the next few years, we expect our platform licensors to introduce new game machines into the market. In order to publish products for a new game machine, we must take a license from the platform licensor which gives the platform licensor the opportunity to set the fee structure that we must pay in order to publish games for that platform. Similarly, the platform licensors have retained the flexibility to change their fee structures for online gameplay and features for their consoles. The control that platform licensors have over the fee structures for their future platforms and online access makes it difficult for us to predict our costs and profitability in the medium to long term. Because publishing products for videogame consoles is the largest portion of our business, any increase in fee structures would have a significant negative impact on our business model and profitability.

If we do not accurately predict the importance to consumers of online game play for different console products, our sales may be limited in the future.

Sony and Microsoft have introduced online game play for their respective PlayStation 2 and Xbox consoles. We anticipate that Nintendo will do so for its Nintendo GameCube console. We have agreed to support online game features for our Sony PlayStation 2 products but do not currently offer similar capability for our Xbox products. We currently cannot predict how important these features are (or will be) to consumers, or whether, and to what extent, our support for online game features will affect our sales of console products. For example, if consumers consider online play capability to be a “must have” component of games for the Xbox, our sales of products for the Xbox would decline significantly.

Our business is both seasonal and cyclical. If we fail to deliver our products at the right times, our sales will suffer.

Our business is highly seasonal, with the highest levels of consumer demand, and a significant percentage of our revenue, occurring in the December quarter. The timing of hardware platform introduction is often tied to the year-end holiday season and is not within our control. If we miss this key selling period, due to product delays or delayed introduction of a new platform for which we have developed products, our sales will suffer disproportionately. Our industry is also cyclical. Videogame platforms have historically had a life cycle of four to six years. As one group of platforms is reaching the end of its cycle and new platforms are emerging, consumers often defer game software purchases until the new platforms are available, causing sales to decline. This decline may not be offset by increased sales of products for the new platform. For example, the market for products for Sony’s older PlayStation game console has declined significantly since the launch of the PlayStation 2 platform.

Our business is intensely competitive and increasingly “hit” driven. If we do not continue to deliver “hit” products, our success will be limited.

Competition in our industry is intense, and new products are regularly introduced. During calendar year 2003, approximately 19 percent of the sales of videogames in North America consisted of only 20 “hit” products out of thousands published. These “hit” titles are increasingly expensive to produce. If our competitors develop more successful products, or if we do not continue to develop consistently high-quality products, our revenue will decline.

If we are unable to maintain or acquire licenses to intellectual property, we will publish fewer hit titles and our revenue will decline. Competition for these licenses may make them more expensive, and increase our costs.

Many of our products are based on or incorporate intellectual property owned by others. For example, our EA SPORTS products include intellectual property licenses from the major sports leagues and players associations. Similarly, many of our hit EA Games franchises, such as James Bond, Harry Potter and Lord of the Rings, are based on key film and literary licenses. Competition for these licenses is intense. If we are unable to maintain these licenses and obtain additional licenses with significant commercial value, we will be unable to increase our revenue in the future. Competition for these licenses may also drive up the advances, guarantees and royalties that must be paid to the licensor, which could significantly increase our costs.

If patent claims continue to be asserted against us, we may be unable to sustain our current business models or profits.

Many patents have been issued that may apply to widely used game technologies. Additionally, infringement claims under many recently issued patents are now being asserted against Internet implementations of existing games. Several such claims have been asserted against us. Such claims can harm our business. We incur substantial expenses in evaluating and defending against such claims, regardless of the merits of the claims. In the event that there is a determination that we have infringed a third-party patent, we could incur significant monetary liability and be prevented from using the rights in the future.

Other intellectual property claims may increase our product costs or require us to cease selling affected products.

Many of our products include extremely realistic graphical images, and we expect that as technology continues to advance, images will become even more realistic. Some of the images and other content are based on real-world examples that may inadvertently infringe upon the intellectual property rights of others. Although we believe that we make reasonable efforts to ensure that our products do not violate the intellectual property rights of others, it is possible that third parties still may claim infringement. From time to time, we receive communications from third parties regarding such claims. Existing or future infringement claims against us, whether valid or not, may be time consuming and expensive to defend. Such claims or litigations could require us to stop selling the affected products, redesign those products to avoid infringement, or obtain a license, all of which would be costly and harm our business.

Our business, our products and our distribution are subject to increasing regulation in key territories of content, consumer privacy and online delivery. If we do not successfully respond to these regulations, our business may suffer.

Legislation is continually being introduced that may affect both the content of our products and their distribution. For example, privacy laws in the United States and Europe impose various restrictions on our web sites. Those rules vary by territory although the Internet recognizes no geographical boundaries. Other countries, such as Germany, have adopted laws regulating content both in packaged goods and those transmitted over the Internet that are stricter than current United States laws. In the United States, the federal and several state governments are considering content restrictions on products such as ours, as well as restrictions on distribution of such products. Any one or more of these factors could harm our business by limiting the products we are able to offer to our customers and by requiring additional differentiation between products for different territories to address varying regulations. This additional product differentiation would be costly.

If we do not consistently meet our product development schedules, we will experience fluctuations in our operating results.

Product development schedules, particularly for new hardware platforms, high-end multimedia PCs and the Internet, are difficult to predict because they involve creative processes, use of new development tools for new platforms and the learning process, research and experimentation associated with development for new technologies. We have in the past experienced development delays for several of our products. Failure to meet anticipated production or “go live” schedules may cause a shortfall in our revenue and profitability and cause our operating results to be materially different from expectations. Delays that prevent release of our products during peak selling seasons may reduce lifetime sales of those products.

Technology changes rapidly in our business, and if we fail to anticipate new technologies, the quality, timeliness and competitiveness of our products will suffer.

Rapid technology changes in our industry require us to anticipate, sometimes years in advance, which technologies our products must take advantage of in order to make them competitive in the market at the time they are released. Therefore, we usually start our product development with a range of technical development goals that we hope to be able to achieve. We may not be able to achieve these goals, or our competition may be able to achieve them more quickly than we can. In either case, our products may be technologically inferior to competitive products, or less appealing to consumers, or both. If we cannot achieve our technology goals within the original development schedule of our products, then we may delay products until these technology goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development of new technologies, either to preserve our product launch schedule or to keep up with our competition, which would increase our development expenses.

If we do not continue to attract and retain key personnel, we will be unable to effectively conduct our business.

The market for technical, creative, marketing and other personnel essential to the development and marketing of our products and management of our businesses is extremely competitive. In the last fiscal year, notwithstanding the downturn of the economy generally, competitive recruiting efforts aimed at our employees and executives continued. For example, in fiscal 2003, a team of employees that developed one of our hit Medal of Honor products left the company to develop products for a competitor. Our leading position within the interactive entertainment industry makes us a prime target for recruiting of executives and key creative talent. In addition, the cost of real estate in the San Francisco Bay area – the location of our headquarters and one of our largest studios – remains high, and has made recruiting from other areas and relocating employees to our headquarters more difficult. If we cannot successfully recruit and retain the employees we need, our ability to develop and manage our businesses will be impaired.

Our platform licensors are our chief competitors and frequently control the manufacturing of and/or access to our videogame products. If they do not approve our products, we will be unable to ship to our customers.

Our agreements with hardware licensors (such as Sony for the PlayStation 2, Microsoft for the Xbox and Nintendo for the Nintendo GameCube), who are also our chief competitors, typically give significant control to the licensor over the approval and manufacturing of our products, which could, in certain circumstances, leave us unable to get our products approved, manufactured and shipped to customers. In most events, control of the approval and manufacturing process by the platform licensors increases both our manufacturing lead times and costs as compared to those we can achieve independently. While we believe that our relationships with our hardware licensors are currently good, the potential for delay or refusal to approve or manufacture our products exists. Such occurrences would harm our business and our financial performance.

In addition, as online capabilities for videogame platforms emerge, our platform licensors will control our ability to provide online game capabilities for our console platform products and will in large part establish the financial terms on which these services are offered to consumers. Currently, both Microsoft and Sony provide online capabilities for Xbox and PlayStation 2 products, respectively. In each case, compatibility code and the consent of the licensor are required for us to include online capabilities in our products. In addition, the business model for Microsoft’s and Sony’s online businesses for their videogame products may compete with our online business. As these capabilities become more significant, the failure or refusal of our licensors to approve our products, or the successful deployment by these licensors of services competitive to ours, may harm our business.

For the nine months ended December 31, 2003, international net revenue comprised 44 percent of our total consolidated net revenue. For the fiscal year ended March 31, 2003, international net revenue comprised 42 percent of our total consolidated net revenue. We expect foreign sales to continue to account for a significant and growing portion of our revenue. Such sales are subject to unexpected regulatory requirements, tariffs and other barriers. Additionally, foreign sales are primarily made in local currencies, which may fluctuate against the dollar. While we utilize foreign exchange forward contracts to hedge foreign currency exposures of underlying assets and liabilities, primarily certain intercompany receivables that are denominated in foreign currencies, and foreign currency option contracts to hedge foreign currency forecasted transactions, primarily related to

revenue generated by our foreign subsidiaries, our results of operations and financial condition may, nonetheless, be adversely affected by foreign currency fluctuations.

Our reported financial results could be affected if significant changes in current accounting principles are adopted.

Recent actions and public comments from the SEC have focused on the integrity of financial reporting generally. Similarly, Congress has considered a variety of bills that could affect certain accounting principles. The FASB and other regulatory accounting agencies have recently introduced several new or proposed accounting standards, such as accounting for stock options, some of which represent a significant change from current practices. Changes in our accounting for stock options could materially increase our reported expenses.

Our stock price has been volatile and may continue to fluctuate significantly.

As a result of the factors discussed in this report and other factors that may arise in the future, the market price of our common stock historically has been, and we expect will continue to be, subject to significant fluctuations. These fluctuations may be due to factors specific to us, to changes in analysts’ earnings estimates, or to factors affecting the computer, software, Internet, entertainment, media or electronics businesses.

The majority of our sales are made to a relatively small number of key customers. If these customers reduce their purchases of our products or become unable to pay for them, our business could be harmed.

In the U.S. in fiscal 2003, over 66 percent of our sales were made to six key customers. In Europe, our top ten customers accounted for over 40 percent of our sales in that territory in fiscal 2003. Worldwide, we had sales to one customer, Wal-Mart Stores, Inc., which represented 12 percent of net revenue in fiscal 2003. Though our products are available to consumers through a variety of retailers, the concentration of our sales in one, or a few, large customers could lead to short-term disruption in our sales if one or more of these customers significantly reduced their purchases or ceased to carry our products, and could make us more vulnerable to collection risk if one or more of these large customers became unable to pay for our products. Additionally, our receivables from these large customers increase significantly in the last quarter of the calendar year as they stock up for the holiday selling season. Also, having such a large portion of our net revenue concentrated in a few customers reduces our negotiating leverage with these customers.

We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from changes in market rates and prices. Foreign exchange and option contracts used to hedge foreign currency exposures and short-term investments are subject to market risk. We do not consider our cash and cash equivalents to be subject to interest rate risk due to their short maturities. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk
We utilize foreign exchange contracts to hedge foreign currency exposures of underlying assets and liabilities, primarily certain intercompany receivables that are denominated in foreign currencies, thereby limiting our risk. Our foreign exchange contracts are accounted for as derivatives whereby the gains and losses on these contracts are reflected in the Condensed Consolidated Statements of Operations. Gains and losses on open contracts at the end of each accounting period resulting from changes in the forward rate are recognized in earnings and are designed to offset gains and losses on the underlying foreign currency denominated assets and liabilities. As of December 31, 2003, we had foreign exchange contracts, all with maturities of less than one month, to sell approximately $635.1 million in foreign currencies, consisting primarily of British Pounds, Euros, Swedish Krona, and Danish Krone. Of this amount, $554.8 million represents contracts to sell foreign currency in exchange for U.S. dollars and $80.3 million represents contracts to sell foreign currency in exchange for British Pounds.

From time-to-time, we hedge our foreign currency risk related to forecasted sales transactions by purchasing option contracts that generally have maturities of one year or less. If qualified, these transactions are designated as cash flow hedges. For the three and nine months ended December 31, 2003, we recognized a loss of $1.9 million.

The counterparties to these contracts and options are substantial and creditworthy multinational commercial banks. The risks of counterparty nonperformance associated with these contracts and options are not considered to be material. Notwithstanding our efforts to manage foreign exchange risks, there can be no assurances that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations.

The following table provides information about our foreign currency forward exchange and option contracts as of December 31, 2003. The information is provided in U.S. dollar equivalents and presents the notional amount (forward or option amount), the weighted average contractual foreign currency exchange rates and fair value. Fair value represents the difference in value of the contracts at the spot rate and the forward or option rate.


				Weighted
		Notional		Average
(In thousands, except contract rates)		Amount		Contract Rate		Fair Value

Foreign currency to be sold under contract:
	British Pound	$	267,817		1.7504	$	(1,310	)
	Euro		254,280		1.2314		(1,777	)
	Swedish Krona		36,457		0.1371		195
	Danish Krone		19,020		0.1668		(1	)
	Norwegian Krone		16,499		0.1514		295
	Japanese Yen		15,322		0.0093		7
	Australian Dollar		14,816		0.7408		164
	Swiss Franc		6,361		0.7952		(14	)
	South African Rand		4,534		0.1563		379

Total		$	635,106			$	(2,062	)

Foreign currency to be purchased under contract:
	British Pound	$	80,330		1.7630	$	924

Option contracts purchased Euro		$	93,064		1.2409	$	464

While the contract amounts provide one measurement of the volume of these transactions, they do not represent the amount of our exposure to credit risk. As these contracts can be settled on a net basis at our option, the amounts (arising from the possible inabilities of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties’ obligations exceed our obligations. We control credit risk through credit approvals, limits and monitoring procedures.

Interest Rate Risk
Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial instruments in our investment portfolio. We manage our interest rate risk by maintaining an investment portfolio primarily consisting of debt instruments of high credit quality and relatively short average maturities. Though we maintain sufficient cash and cash equivalent balances such that we are typically able to hold our investments to maturity, currently, the majority of our short-term investments are callable by the issuer. As there can be no assurance as to how long these investments will be held, classification of these securities as short-term investments is based on call date.

As of December 31, 2003, our cash equivalents and short-term investments included $1.5 billion of debt securities, consisting primarily of government agency bonds and money market funds. Notwithstanding our efforts to manage interest rate risks, there can be no assurances that we will be adequately protected against the risks associated with interest rate fluctuations.

The table below presents the amounts (in thousands) and related weighted average interest rates of our investment portfolio as of December 31, 2003:

Maturity dates for short-term investments range from 5 months to 32 months, with call dates ranging from 1 month to 12 months.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Executive Vice President, Chief Financial and Administrative Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluates these controls and procedures on an ongoing basis.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.

Our Chief Executive Officer and Executive Vice President, Chief Financial and Administrative Officer, after evaluating the effectiveness of our disclosure controls and procedures, believe that as of the end of the period covered by this report, our disclosure controls and procedures were effective in providing the requisite reasonable assurance that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Executive Vice President, Chief Financial and Administrative Officer, as appropriate to allow timely decisions regarding the required disclosure.

During our last fiscal quarter, no change occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, over the past year, in response to the certification requirements of the Sarbanes-Oxley Act and new SEC Regulations, we have enhanced our internal controls and disclosure systems, through various measures including: detailing certain internal accounting policies; establishing a formal disclosure committee for the preparation of all periodic SEC reports; establishing a formal internal audit function; and requiring certifications from various trial balance controllers and other financial personnel responsible for our financial statements.


	We are subject to pending claims and litigation. Our management, after review and consultation with counsel, considers that any liability from the disposition of such lawsuits, individually or in the aggregate would not have a material adverse effect upon our consolidated financial position or results of operations.


(a)		The following exhibits, other than exhibits 32.1 and 32.2, are filed as part of this report:


Exhibit
Number		Title

3.02		Amended and Restated Bylaws.

10.33		Amending Agreement among Ontrea Inc. (the “Landlord”), Electronic Arts (Canada), Inc. (the “Tenant”), and Electronic Arts Inc. (the “Indemnifier”), dated October 30, 2003.

31.1		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Additional exhibits furnished with this report:

32.1		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	On October 22, 2003, we filed a current report on Form 8-K relating to the announcement of our financial results for the quarter ended September 30, 2003 and a two-for-one stock split of our Class A common stock.

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.


EXHIBIT
NUMBER		EXHIBIT TITLE

3.02		Amended and Restated Bylaws.

10.33		Amending Agreement among Ontrea Inc. (the “Landlord”), Electronic Arts (Canada), Inc. (the “Tenant”), and Electronic Arts Inc. (the “Indemnifier”), dated October 30, 2003.

31.1		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Additional exhibits furnished with this report:

32.1		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Executive Vice President, Chief Financial and Administrative Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


		Page

Article I — STOCKHOLDERS			1
	Section 1.1: Annual Meetings		1
	Section 1.2: Special Meetings		1
	Section 1.3: Notice of Meetings		1
	Section 1.4: Adjournments		1
	Section 1.5: Quorum		1
	Section 1.6: Organization		2
	Section 1.7: Voting; Proxies		2
	Section 1.8: Fixing Date for Termination of Stockholders of Record		2
	Section 1.9: List of Stockholders Entitled to Vote		3
	Section 1.10: Action by Written Consent of Stockholders		3
	Section 1.11: Inspectors of Elections		4
Article II — BOARD OF DIRECTORS			4
	Section 2.1: Number; Qualifications		4
	Section 2.2: Election; Resignation; Removal; Vacancies		4
	Section 2.3: Regular Meetings		4
	Section 2.4: Special Meetings		4
	Section 2.5: Telephonic Meetings Permitted		5
	Section 2.6: Quorum; Vote Required for Action		5
	Section 2.7: Organization		5
	Section 2.8: Written Action By Directors		5
	Section 2.9: Powers		5


		Page

	Section 2.10: Compensation of Directors		5
Article III — COMMITTEES			5
	Section 3.1: Committees		5
	Section 3.2: Committee Rules		6
Article IV — OFFICERS			6
	Section 4.1: Generally		6
	Section 4.2: Chairman of the Board		6
	Section 4.3: President		6
	Section 4.4: Vice President		6
	Section 4.5: Chief Financial Officer		6
	Section 4.6: Treasurer		6
	Section 4.7: Secretary		6
	Section 4.8: Delegation of Authority		7
	Section 4.9: Removal		7
Article V — STOCK			7
	Section 5.1: Certificates		7
	Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificate		7
	Section 5.3: Other regulations		7
Article VI — INDEMNIFICATION			7
	Section 6.1: Indemnification of Officers and Directors		7
	Section 6.2: Advance of Expenses		8
	Section 6.3: Non-Exclusively of Rights		8
	Section 6.4: Indemnification Contracts		8
	Section 6.5: Effect of Amendment		8


		Page

Article VII — NOTICES			8
	Section 7.1: Notice		8
	Section 7.2: Waiver of Notice		8
Article VIII — INTERESTED DIRECTORS			9
	Section 8.1: Interested Directors		9
Article IX — MISCELLANEOUS			9
	Section 9.1: Fiscal Year		9
	Section 9.2: Seal		9
	Section 9.3: Form of Records		9
	Section 9.4: Reliance Upon Books and Records		9
	Section 9.5: Amended and Restated Certificate of Incorporation Governs		10
	Section 9.6: Severability		10
Article X — AMENDMENT			10
	Section 10.1: Amendments		10

Section 1.1: Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as the Board of Directors shall each year fix. Any other proper business may be transacted at the annual meeting.

Section 1.2: Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, or by a majority of the members of the Board of Directors or stockholders holding shares representing not less than ten percent of the outstanding votes entitled to be cast by all stockholders at such meeting. Special meetings may not be called by any other person or persons.

Section 1.3: Notice of Meetings. Written notice of all meetings of stockholders shall be given stating the place, date and time, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Amended and Restated Certificate of Incorporation of the Corporation, such notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 1.4: Adjournments. Any meeting of stockholders may adjourn from time to time to reconvene at the same or other place, and notice need not be given of any such adjourned meeting if the time, date and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, than a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.5: Quorum. At each meeting of stockholders the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except if otherwise required by applicable law. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of the majority of the shares entitled to vote

who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity.

Section 1.6: Organization. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate, or, in the absence of such person, the Chairman of the Board, or in the absence of such person, the President of the Corporation, or in the absence of such person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairman of the meeting and, subject to Section 1.11 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7: Voting; Proxies. Unless otherwise provided by law or the Amended and Restated Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meeting of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairman of the meeting deems appropriate, and the ballots shall be counted by one or more inspectors appointed pursuant to Section 1.11 of these Bylaws. At all meetings of stockholders, directors shall be elected by a plurality of the votes of shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Amended and Restated Certificate of Incorporation or these Bylaws, every other matter shall be decided by the affirmative vote of the holders of outstanding stock having not less than a majority of the votes entitled to be cast thereon by stockholders that are present in person or represented by proxy at the meeting and are voted for or against the matter.

(a) Generally. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, than the record date shall be as provided by applicable law. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Stockholder Request for Action by Written Consent. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record

date for such consent. Such request shall include a brief description of the action proposed to be taken. The Board of Directors shall, within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, then the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the state of Delaware, to its principal place of business, or to any officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directions and prior action by the Board of Directors is required by applicable law, then the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

Section 1.9: List of Stockholders Entitled to Vote. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting.

(a) Procedure. Unless otherwise provided by the Amended and Restated Certificate of Corporation, and except as set forth in Section 1.8 above, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon where present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, to its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided above, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the Corporation in the manner provided above.

(b) Notice of Consent. Prompt notice of the taking of corporate action by stockholders without a meeting by less than unanimous written consent of the stockholders shall be given to those stockholders who have not consented thereto in writing and, in the case of a Certificate Action (as defined below), if the Delaware General Corporation Law so requires, such notice shall be given prior to filling out the certificate in question. If the action which is consented to requires filing a certificate under the Delaware General Corporation Law (a “Certificate Action”), then if the Delaware General Corporation Law so requires, the certificate so filed shall state that written stockholder consent has been given in accordance with Section 228 of the Delaware General Corporation Law and that written notice of the taking of corporate action by stockholders without a meeting as described herein has been given as provided in such section.

Section 1.11: Inspector(s) of Elections. In advance of any meeting of stockholders, the Board of Directors shall appoint one or more Inspector(s) to act at such meeting or any adjournment thereof and make a written report thereof. If Inspector(s) are not so appointed or if the person(s) so appointed fail to appear or act, the person presiding at such meeting shall appoint one or more Inspector(s). Each Inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithful to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspector shall (i) determine the number of shares outstanding and the voting power of each, (ii) determine the shares represented at the meeting, the existence of a quorum and the validity and effect of proxies, (iii) receive votes, ballots and consents, (iv) hear and determine all challenges and questions arising in connection with the right to vote, (v) count and tabulate all votes, ballots or consents, (vi) determine the results of elections and votes, (vii) retain for a reasonable period a record of the disposition of any challenges made to any determination by the Inspector(s), and (viii) do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereon, the Inspector(s) shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the votes as certified by them.

Section 2.1: Number; Qualifications. The Board of Directors shall consist of one or more members. The initial number of directors shall be six (6), and thereafter shall be fixed from time to time by resolution of the Board of Directors. Directors need not be stockholders of the Corporation.

Section 2.2: Election; Resignation; Removal; Vacancies. The Board of Directors shall initially consist of the person or persons elected by the incorporator or named in the Corporation’s initial Certificate of Incorporation. Each Director shall hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation. Subject to the rights of any holders of preferred stock then outstanding: (i) any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors and (ii) any vacancy occurring in the Board of Directors for any cause, and any newly created directorship resulting from any increase in the authorized number of directors to be elected by all stockholders having the right to vote as a single class, may be filled by the stockholders, by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 2.3: Regular Meetings. Regular meetings of the Board of Directors may be held at such places, within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the date, time and places thereof are fixed by resolution of the Board of Directors.

Section 2.4: Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the members of the Board of Directors then in office and may be held at any time, date or place, within or without the State of Delaware, as the person(s) calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally or in writing, by the person(s) calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least two (2) days before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile or similar communication method. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5: Telephonic Meetings Permitted. Members of the Board of Directors, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or similar communications equipment shall constitute presence in person at such meeting.

Section 2.6: Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the total number of authorized directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein or in the Amended and Restated Certificate of Incorporation, or required by law, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7: Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his or her absence by the President, or in his or her absence, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8: Written Action By Directors. Any action required or permitted to be taken at any meeting at the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, respectively.

Section 2.9: Powers. The Board of Directors may, except as otherwise required by law or the Amended and Restated Certificate of Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2.10: Compensation of Directors. Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors.

Section 3.1: Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to amending the Amended and Restated Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in subsection (a) of Section 151 of the Delaware General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation, or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Sections 251 or 252 of the Delaware General Corporation law, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets,

recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend, authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law.

Section 3.2: Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

Section 4.1: Generally. The officers of the Corporation shall consist of a Chief Executive Officer and/or a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, including a Chairman of the Board of Directors and/or Chief Financial Officer, as may from time to time be appointed by the Board of Directors. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal (pursuant to Section 4.9 below) or otherwise may be filled by the Board of Directors.

Section 4.2: Chairman of the Board. The Chairman of the Board shall have the power to preside at all meetings of the Board of Directors and shall have such other powers and duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe.

Section 4.3: President. Unless otherwise designated by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and the affairs of the Corporation and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to the president by the Board of Directors. The President shall have general supervision and direction of all of the officers, employees and agents of the Corporation.

Section 4.4: Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board of Directors or the President. A Vice President may be designated by the Board to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 4.5: Chief Financial Officer. Subject to the direction of the Board of Directors and the President, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of chief financial officer.

Section 4.6: Treasurer. The Treasurer shall have the custody of all moneys and securities of the Corporation. The treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such powers as are commonly incident to the office of treasurer, or as the Board of Directors or the President may from time to time prescribe.

Section 4.7: Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate minute books and similar records and shall perform such

other duties and have such other powers as are commonly incident to the office of secretary, or as the Board of Directors or the President may from time to time prescribe.

Section 4.8: Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.9: Removal. Any officer of the Corporation shall serve at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

Section 5.1 Certificates. Shares of the Company’s stock may be certificated or uncertificated, as provided under Delaware law. All certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and shall be signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile.

Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.3: Transfers of Stock. Transfers of stock shall be made on the books of the Corporation only by record holder of such stock, or by attorney lawfully constituted in writing, and in the case of stock represented by a certificate, upon surrender of the certificate.

Section: 5.4 Other Regulations. The issue, transfer, conversion and registration of stock certificates shall be governed by such other regulations as the Board of Directors may establish.

Section 6.1: Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer of the Corporation or a Reincorporated Predecessor (as defined below) or is or was serving at the request of the Corporation or Reincorporated Predecessor (including any constituent corporation) as a director or officer of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, against all expenses, liability and loss (including attorney fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation or a Reincorporated Predecessor and shall inure to the benefit of his or her heirs, executors and

administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. As used herein, the term “Reincorporated Predecessor” means a corporation that is merged with and into the Corporation in a statutory merger where (a) the Corporation is the surviving corporation of such merger; and (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor.

Section 6.2: Advance of Expenses. The Corporation shall pay all expenses (including attorneys’ fees) incurred by such a director or officer in defending any such proceeding as they are incurred in advance of its final disposition; provided, however, that if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by such director or officer in advance of the final disposition of such proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined that such director or officer is not entitled to be indemnified under this Article VI or otherwise; and provided, further, that the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a proceeding, alleging that such person has breached his or her duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

Section 6.3: Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, Bylaws, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

Section 6.4: Indemnification Contracts. Subject to compliance with applicable laws, regulations and rules, the Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5: Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.

Section 7.1: Notices. Except otherwise specifically provided herein or required by law, all notices required to be given pursuant to these Bylaws shall be in writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid telegram, telex, overnight express courier, mailgram or facsimile. Any such notice shall be addressed to the person whom notice is to be given at such persons address as it appears on the records of the Corporation. The notice shall be deemed given (i) in the case of hand delivery, when received by the person whom notice is to be given or by any person accepting such notice on behalf of such person, (ii) in the case of delivery by mail, upon deposit in the mail, (iii) in the case of delivery overnight express courier, on the first business day after such notice is dispatched, and (iv) in the case of delivery via telegram, telex, mailgram, or facsimile, when dispatched.

Section 7.2: Waiver of Notice. Whenever notice is required to be given under any provision by these Bylaws, a written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall

constitute a waiver notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

Section 8.1: Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders, or; (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract transaction.

Section 9.1: Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 9.2: Seal. The Board of Directors may provide for a corporate seal, which shall have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board of Directors.

Section 9.3: Form of Records. Any records maintained by the Corporation in the regular course of business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, magnetic tape, diskettes, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within reasonable time. The Corporation shall so convert any records so kept upon request of any person entitled to inspect the same.

Section 9.4: Reliance Upon Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 9.5: Amended and Restated Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Corporation’s Amended and Restated Certificate of Incorporation and these Bylaws, the provisions of the Amended and Restated Certificate of Incorporation shall govern.

Section 9.6: Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of the Bylaws (including without limitation all portions of any section of these Bylaws containing any such provisions held to be invalid, illegal, unenforceable, or in conflict with the Amended and Restated Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Amended and Restated Certificate of Incorporation) shall remain in full force and effect.

Section 10.1: Amendments. Stockholders of the Corporation holding a majority of the Corporation’s outstanding voting stock shall have the power to adopt, amend or repeal Bylaws of the Corporation. To the extent provided in the Corporation’s Amended and Restated Certificate of Incorporation, the Board of Directors of the Corporation shall also have the power to adopt, amend or repeal Bylaws of the Corporation, except insofar as Bylaws adopted by the stockholders shall otherwise provide.

WHEREAS pursuant to a lease dated as of October 7, 2002 ( the “Original Lease”) between the Landlord and the Tenant, the Landlord leased to the Tenant the 17th, 18th , 19th and 20th floors in the building municipally known as 250 Howe Street on the terms and conditions more particularly set forth herein;

AND WHEREAS pursuant to an indemnity agreement dated the 6th day of December, 2002 (the “Indemnity Agreement”) between the Landlord and the Indemnifier, the Indemnifier has agreed to the indemnify the Landlord with respect to the obligations of the Tenant under the Original Lease on the terms and conditions more particularly set forth therein;

AND WHEREAS the Original Lease, as amended and /or supplemented by letter agreements dated October 7, 2002, January 6, 2003 and March 28, 2003 is hereinafter, collectively, referred to as the “Lease”;

AND WHEREAS all capitalized terms used herein, which are not otherwise defined herein, shall have the meanings ascribed thereto in the Lease;

AND WHEREAS pursuant to a letter agreement dated October 8, 2003 (the “Expansion Letter”) between the Landlord and the Tenant, the Landlord has agreed to lease to the Tenant and the Tenant has agreed to lease from the Landlord approximately 13,555 square feet of Rentable Area on the 12th floor of the Building on the terms and conditions more particularly set forth therein;

AND WHEREAS the Landlord and the Tenant have agreed to enter into this Agreement in order to amend the Lease so as to incorporate the terms of the Expansion Letter;

AND WHEREAS the Indemnifier has agreed to enter into this Agreement for the purposes of acknowledging and confirming, inter alia, that the Indemnity Agreement shall be amended in order to apply to all obligations relating to the 12th Floor Expansion Premises (as hereinafter defined).

NOW THEREFORE witnesseth that in consideration of the sum of TWO DOLLARS ($2.00) paid by each party hereto to the others and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the each of parties), the parties hereby acknowledge, confirm and agree as follows:

The parties hereby acknowledge, confirm and agree that the foregoing recitals are true in substance and in fact.

The Lease is amended effective the date first above written (the “Effective Date”) as follows:

(a)

Section 1.01 of the Lease is hereby amended by adding the following paragraph at the end thereof:

“Notwithstanding the foregoing, the Premises shall be deemed to include, form and after the Start Date, approximately 13,555 square feet of Rentable Area on the 12th floor of the Building as outlined in red on Schedule “B-2” attached hereto (the “12th Floor Expansion Premises”). The Rentable Area of the Premises other than the 12th Floor Expansion Premises (such remaining portion being hereinafter referred as the “Original Premises”) has been certified to be 51,676 square feet of Rentable Area. The Rentable Area of the 12th Floor Expansion Premises shall be subject adjustment in accordance with Section 2.09 of the Lease.”;

(b)

Section 1.02 of the Lease is hereby amended by deleting such section in its entirety and by replacing the same with the following:

“The Terms of this Lease is: (i) with respect to the Original Premises, ten (10) years from the Commencement Date to and including April 30, 2013 (the “Expiry Date”); and (ii) with respect the 12th Floor Expansion Premises, eight (8) years and 11 (eleven) months commencing of June 1, 2004 and expiring on the Expiry Date”

(c)

Section 1.03 of the Lease is hereby amended by adding the following paragraph at the end thereof:

“Notwithstanding anything else to the contrary contained herein, this Section 1.03 shall apply to the 12th Floor Expansion Premises, subject to the following modifications:

(i)

the Possession Date with respect of the 12th Floor Expansion Premises (the “12th Floor Possession Date”) is the (2nd) Business Day following the satisfaction or waiver by the Landlord and the Tenant of their respective conditions set forth in a letter between their Landlord and the Tenant dated October 8, 2003;

(ii)

the Tenant shall not be entitled to install any additional internal stairwells;

(iii)

the 6th paragraph of Section 1.03 shall not apply to the 12th Floor Expansion Premises;

(iv)

the amount of the leasehold improvements allowance payable in connection with the 12th Floor Expansion Premises shall be $70.00 per square foot of Rentable Area and not $57.00 per square foot of Rentable Area and such allowance shall otherwise, for greater certainty, be payable in accordance with the terms of this section 1.03.”

(d)

Section 2.02 of the Lease is hereby amended by deleting the same in its entirety and by replacing the same with the following:

“Except as otherwise expressly provided for in this Lease, the Tenant shall pay Net Rent in the sum per annum, payable in equal consecutive monthly installments in advance on the first day of each calendar month of the Term as follows:

As soon as reasonably possible after completion of the 12th Floor Expansion Premises, the Landlord shall measure the Rentable Area of the Premises and shall calculate the Rentable Area of the 12th Floor Expansion Premises and the Rent with respect thereto shall be adjusted accordingly. The Tenant acknowledges that the Rent with respect to the Original Premises has been adjusted based on a Rentable Area of 51,676 square feet”.

(e)

Section 11.01 of the Lease is hereby amended by adding the following paragraph at the end of the first paragraph thereof:

“Notwithstanding anything else to the contrary contained herein, the Tenant shall from and after the Start Date be entitled to license from the Landlord up to an additional twelve (12) unreserved parking permits (the “Additional Parking Permits”) for the Parking Facilities serving the Complex at the prevailing rates charged from time to time by the Parking Facilities operator. The Tenant shall notify the Landlord in writing by no later than March 1, 2004 as to the actual number of Additional Parking Permits it will require for the Term. The Tenant shall be entitled after June 1, 2005 to reduce, on a quarterly basis, the Additional Parking Permits by giving the Landlord thirty (30) days’ prior written notice. If the Tenant reduces its number of Additional Parking Permits, the Tenant shall be entitled, subject to availability, to increase on a quarterly basis, on no less than thirty (30) days’ notice, the number of Additional Parking Permits up to the maximum number of twelve (12)”.

(i)

the definition of “Commencement Date” is hereby amended by deleting the same and by replacing the same with the following:

“9. “Commencement Date” means (i) with respect to the Original Premises, May 1, 2003; and (ii) with respect to the 12th Floor Expansion Premises, June 1, 2004, provided, however, that if the 12th Floor Possession Date should be delayed beyond November 9, 2003, the Commencement Date shall be extended by each day that the Possession Date is so delayed.”

(ii)

the definition of “Possession Date” is hereby amended by deleting the same in its entirety and by replacing the same with the following:

“36. “Possession Date” means: (i) with respect to the Original Premises, November 15, 2002; and (ii) with respect to the 12th Floor Expansion Premises, the 12th Floor Possession Date”

(iii)

the definition of “Premises” is hereby amended by adding the following sentence at the end thereof:

“For greater certainty, prior to the Start Date, “Premises” means the Original Premises and from and after the Start Date, “Premises” means the Original Premises and the 12th floor Expansion Premises.”

(iv)

Schedule “C” is amended by adding the following definition as paragraph 44B thereof.

“44B. “Start Date” means the Commencement Date with respect to the 12th floor Expansion Premises.”

(i)

Section 1 is hereby amended by adding the following sentence at the end thereof:

“Notwithstanding anything else herein contained to the contrary; this Section 1 shall not apply to the 12th Floor Expansion Premises.”

(ii)

Section 2 of Schedule “F” is hereby amended by adding the following paragraph at the end thereof:

“The Tenant shall be entitled from and after the Start date, at the Tenant’s sole cost and expense, to one (1) additional Signage Option at a location to be mutually agreed upon by the Landlord and the Tenant, acting reasonably, and otherwise on the terms and conditions generally applicable to all Signage Options. In addition to the foregoing right, if the Tenant shall at any time lease more Rentable Area in the Building than any other tenant, and subject to PricewaterhouseCoopers LLP, PWC Management Services and any affiliate of either of them collectively leasing and occupying at any time during the Term less than 70,000 square feet of Rentable Area in the Building, the Tenant shall, at the Tenant’s sole cost and expense, have the right to exclusive roof top signage on the Building and naming rights to the Building, subject to complying with the Landlord’s design criteria for the Building and all local municipal requirements and approvals. All such signage shall be installed and maintained at the Tenant’s sole cost and expense and at the expiry or earlier termination of the Term, such additional signage shall at the Tenant’s expense, be removed by either the Tenant or the Landlord, at the Landlord’s option, and any damage caused to the Building or the Lands by such removal shall be the responsibility of the Tenant. The foregoing right shall only be granted to the Tenant if the Tenant is Electronic Arts (Canada), Inc. or the corporation which owns a majority of the issued and outstanding voting shares of all classes of securities issued by Electronic Arts (Canada), Inc. (the “EA Parent”) and is not assignable to any other Person.”

(iii)

Section 5 of Schedule “F” of the Lease is hereby amended by adding the following sentence at the end thereof:

“For greater certainty, this termination right also applies to the 12th Floor Expansion Premises and any leasehold improvements allowances and brokerage fees applicable thereto. In this regard, the reference to the “Commencement Date” is a reference to May 1, 2003 notwithstanding that the Commencement Date with respect to the 12th Floor Expansion Premises is June 1, 2004.”

(iv)

Section 6 of Schedule “F” of the Lease is hereby amended by adding the following sentence at the end thereof:

“For greater certainty, this extension right also applies to the 12th Floor Expansion Premises.”

(v)

Schedule “F” is hereby amended by adding the following as a new Section 11 thereto:

If at any time during the Term or any renewals thereof, the Landlord wishes to dispose of the Building to a third party, the Landlord shall first give written notice to the Tenant (the “Disposition Notice”) granting a right of first negotiation (the “Right of First Opportunity”) to the Tenant to purchase the Building. The Tenant shall give written notice to the Landlord (the “Election Notice”) within five (5) Business Days following receipt of the Disposition Notice from the Landlord (the “Notice Period”), of its interest in being the purchaser in connection with the sale and setting out the purchase price and other fundamental business terms upon which it is prepared to purchase the Building. The Landlord and the Tenant shall have ten (10) Business Days from the date of delivery by the Tenant to the Landlord of the Election Notice (the “Acceptance Period”) to negotiate in good faith and attempt to reach an agreement in writing on mutually satisfactory terms and conditions with respect to the sale (a “Landlord-Tenant Purchase Agreement”). If the Tenant fails to deliver the Election Notice to the Landlord by the end of the Notice Period or if the Tenant otherwise indicates that it does not intend to give the Election Notice within the Notice Period, the Right of First Opportunity shall be at an end and shall no longer apply at any other time during the Term or any renewals thereof and the Landlord shall have the unfettered right to dispose of the Building at any time. If the Tenant does give to the Landlord the Election Notice but if the parties do not enter into a Landlord-Tenant Purchase Agreement by the end of the Acceptance Period, the Landlord shall have the unfettered right to complete a sale of the Building to any third party, provided that: (i) the sale shall be completed within twelve (12) months following expiration on the Notice Period (if the Election Notice is not given) or the Acceptance Period (if the Election Notice is given); and (ii) the purchase price shall be no less than 95% of the sale price set forth in the Election Notice, failing which the Right of First Opportunity shall continue to apply on the same terms and conditions. This right is personal to Electronic Arts (Canada), Inc. or the EA Parent (but only if Electronic Arts (Canada), Inc. is a wholly-owned subsidiary) provided they lease a minimum of five (5) floors in the Building. This right applies only to the Building and does not apply if Granville Square and the Building are to be sold together. The Right of First Opportunity shall only apply if the Tenant is not in Default under this Lease at the time that the Landlord shall determine that it wishes to dispose of the Building to a third party. For greater certainty, the Landlord shall also be entitled without triggering the Right of First Opportunity to: (i) dispose of the Building, or any interest therein, to any Person which is not a third party; and (ii) dispose of any partial interest in the Building to any Person, including, without limitation, a third party.”

(h)

The Lease is hereby amended by adding Schedule “B-2” attached hereto as Schedule “B-2” to the Lease.

The Landlord and the Tenant agree that, subject to the foregoing amendments, the Lease remains in full force and effect, unamended, and time remains of the essence thereof.

The Indemnifier hereby acknowledges, confirms and agrees that: (i) the foregoing amendments to the Lease in no way prejudice, derogate or otherwise vitiate any of the terms of the Indemnity Agreement; (ii) all references to the “Lease” (as defined in the Indemnity Agreement) shall be deemed to mean from and after the Effective Date, the Lease, as amended by this Amending Agreement; and (iii) for greater certainty, any and all obligations indemnified by the Indemnifier pursuant to the Indemnity Agreement shall from and after the Start Date, extend to the Tenant’s obligations under the Lease with respect to the 12th Floor Expansion Premises.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

Any notice, consent or other instrument which may be or is required to be given under this Lease shall be in writing and shall be delivered in person or sent by facsimile or by registered mail postage prepaid, addressed: (a) if to the Landlord: c/o The Cadillac Fairview Corporation Limited, 20 Queen Street West, 5th Floor, Toronto, Ontario, M5H3R4, Attention: Executive Vice President, Property Management, facsimile no. (416) 598-8222, with a copy to the Building Manager, (b) if to the Tenant, at the Premises to the attention of the Chief Financial Officer with a copy to Bull, Housser & Tupper, Barristers & Solicitors, 3000-1055 West Georgia Street, Vancouver, B.C. V6E 3R3, facsimile no. (604) 641-4949, (Attention: George Burke); and (c) to the Indemnifier: c/o Electronic Arts (Canada), Inc., at the Premises to the attention of the Chief Financial Officer with a copy to Bull, Housser & Tupper, Barristers & Solicitors, 3000-1055 West Georgia Street, Vancouver, B.C. V6E 3R3, facsimile no. (604) 641-4949, (Attention: George Burke). Any such notice or other instrument shall be deemed to have been given and received on the day upon which personal delivery or any facsimile delivery is made if during normal business hours on a Business Day, failing which, it shall be deemed to be received on the next following Business Day or, if mailed, then 3rd Business Day following the date of mailing. Either party may give notice to the other of any change of address and after the giving of such notice, the address therein specified is deemed to be the address of such party for the giving of notices. If postal service is interrupted or substantially delayed, all notices or other instruments shall be delivered in person.

This Agreement may be executed in several counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument. Counterparts may be executed either in original or fax form and the parties agree to adopt any signatures received by facsimile machine or other means of electronic communication as original signatures of the parties; provided however, that any party providing its signature in such manner shall promptly forward to the other party an original of the signed copy of this Agreement which was so delivered.

All of the covenants and agreements in this Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns pursuant to the terms and conditions of the Lease or the Indemnity Agreement, as the case may be.

IN WITNESSETH WHEREOF the parties have executed this Agreement effective the date aforementioned.

ELECTRONIC ARTS INC.
Certification of Chairman and Chief Executive Officer
Pursuant to Rule 13a-14(a) of the Exchange Act
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

ELECTRONIC ARTS INC.
Certification of Executive Vice President, Chief Financial and Administrative Officer
Pursuant to Rule 13a-14(a) of the Exchange Act
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Warren C. Jenson, Executive Vice President, Chief Financial and Administrative Officer, certify that:

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Certification of Chairman and Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Electronic Arts Inc. on Form 10-Q for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence F. Probst III, Chairman and Chief Executive Officer of Electronic Arts Inc., certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Electronic Arts Inc. for the periods presented therein.

Certification of Executive Vice President, Chief Financial and Administrative Officer
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Electronic Arts Inc. on Form 10-Q for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Warren C. Jenson, Executive Vice President and Chief Financial and Administrative Officer of Electronic Arts Inc., certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Electronic Arts Inc. for the periods presented therein.

GRAPHIC 9 f95509f9550900.gif GRAPHIC begin 644 f95509f9550900.gif M1TE&.#EAC`%H`?<``/7U]?[^_O3T]//S\_+R\O'Q\0$!`?#P\`("`N_O[P,# M`^WM[>[N[NOKZP0$!.KJZ@D)"04%!>#@X`T-#0<'!P@("`H*"NCHZ./CX^GI MZ>SL[`P,##\_/][>WC@X.`8&!C,S,P\/#^+BXN?GYS7E=75[BXN#P\/-;6UI^?GU5552LK*Q@8&(>'AUE965!04$='1W!P M<#$Q,:RLK*FIJ9N;FVQL;)J:FG9V=F!@8&]O;TM+2X.#@X*"@F%A87%Q<=+2 MTJNKJV=G9]#0T+>WMXZ.CHJ*BK&QLGI\O+R[R\O'M[>U-34TA(2)Z>GI.3DVIJ:K"P ML+^_OTU-37EY65E7Y^?JJJJKV]O7=W=Y24E*^OKTQ,3*:FIGIZ>GAX>)V=G;Z^ODY.3JZNKK:VMGU]?<'!P<7%Q;6UM7Q\?,[.SHB(B+*RLK.SL\#`P,+" MPHV-C8&!@8:&AKFYN:.CHU)24H6%A;N[NX"`@,;&QO;V]OW]_??W]_S\_/CX M^/GY^?O[^_KZ^@```/___RP`````C`%H`0`(_P#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#BAQ)LJ3`??P"!!`PP*3+ES!CRIQ)LZ9" M?/?RX!\^ M?OH`X^/+&*V^P_<"U]V7]ZY"-SYX] MW\H+_^9=%S%T?OU6:__,%\`0D0EB89QSQ0[/E4)V0C1#$BB?^/ME82.O8.[? MOG_3M&&/`)U,H0<64X#S#R3/\$,.%`3T(\`2].!!B".*Y&*%,`'TQ<\IX2"A M13\:<#*-/(W08HHZMFA3"S7-_+$``-+VV++-.&8L@(H3-:AP M`P\+8(:?1+^I\,P7_NR0!S`#H+#&'F_P\LY<_]S""RK^8++DF%/ELX\]__@# MCW__K)/&/M_XDX(;[>B"Q#9@2''`"O[,\T\'_M0!@3]8L$+,&)W\`YT3)^2` MC#^@`*#`!!7X`X,#IFC10PO^H$<,/\1,8($!_C2Q!`(A1."/`B5(\P$24^S_ M\$4?Z?RC))D+V:-/#=MX@X2<0>2"@C(53'#)!?9Y)X`472CP!0;_X2JM3;#I M$\`8ZA"0@#YJ$)*F';:BA`8"?/BCQ@>]0*)/%?Z`XT`.&N23@'\`S&:'/S[T MHT8;&= M<<<4,)P`A1]'''*%'>(D<-@!!!1GSG'XS%*$)V(!H/'-,54;P`1!2`*&$"M` MD28?BBX6CS]90!"+/WX@\<`A_J"0P@30L",/-./\ASCP"\?,*(.?D4<(`0ZI"6\=^@@Q196A4`\H\^_ZCCA3[^ MJ'+!8OF`D,0_LBAPRS^Z3+&!"?MTX@\L_P1PCST`U#6+/`WP,TD)64"'CS^C M8%:,Z0#X`T36=300&5^X^*.!"ABLTH!:^?BSC'_V:7R-/P9$H`0RAHA`B@,D MU&$"`WSI2D`7Y:2R!!Z^`(848.`/0$2`#/4R@`V",0C4A>Z!'FF-/>[ACR/X M)P`F\(`]/."/3?P#(P!_F$$@G6C%Z?_:X(\O_",1:_B'`&QSB['DI#6^2=,N;*4Q>OP` M`0J@0`\>8`]8H,$?[7`"`00```+L0P.CT$00#@&.=1S#`HPP@Q.$,`I_$.$X M1$""!D`#P3YRI#AI^L((T"2''Q2@&:IB1Q1DUP6;Q>``_(B&/T@P@'YLPA\< M.`03#M&.`0#&$DWI@A)T<`.4$,``B,!,*A*A1#Y08"S*L*``SL$)88P%,PQ@ M0%_2=`DJDBD+F]B`!?Q!`6NXHA):B`(:JK"+?E@'`)4<`!,8\8H<+:$'DE@& M#_81`%O`@A,SZ`<`R."/2OBC!>'QHSHK$@#`\*,:&>!8/BX@#6MEH!O(@$8L M[I'_F'NH(1_V",`I<*`;8@Q"%,98`@UH@9A]W,,%G%@$$-K9FP(800+W^$U#A$+:`!"2(X`$61($6!IC!%]GG"^3X8QB^O$\#/J.#1Q3`!>[X`@+R M(`>T`$```B`>#@!1@F,;>$G9>XA@^3M9A]44(X^.E`# MY_$#`P500802D(41,*`6P5`!-`;!"T_N(QE)$L\9Y<`!$!"S"/-002"",`-H M_")R`P"`=1:`"' MBJ<;[KB"6%HP#3JT8PI(@(0(_G&/GQY`)^O(0Q&@L`T^W&$%A]C&/_(QG3.] M!:W2^0_^?:]\"5*P2[`C&'ZXPS,,($Y0N`(']CB M.`(@@.0"<`LWI(`0VY"&'79P!6MNH&-&P^1#`G&H`1`XQ@\K<"$$ M0\AH?$=,XICD8P'"$(40#.`L3"Q`#8%(`CD``$GK5#(+M9#'(HS!"6>D(@EE M6`,B1N!.Z#PF,8`!P)%1=XXMX$$$_`!`$LPA!0J4^,I8_@AA_J`,R_I#"ARH M!!7"((4.,=NASG'Q&0 MP`X:T(])1``!:5!&EA?-:(H0H`/,(%6GF("(;=#BRS;`0%K#YM59'&(#8H## M'S8Q!AN<0P1UT<<`B"=AO*%Y,L=)M5V&$(D8X.(?&2@"(111!D\V^M?`)DAO M;F%9"/!)%*>81!G\H054+*`NHL4'``SQ@2+@$./^A$S]NYFY+M MPAOR`<;(V[&9'6[`!&J@11"R<`B\:,`$010_\\8$A$$$4DXB$`MH0 MC[G@8P`"0-T%\$"!(YPB'5*P0!,,<9N^'<(XS`(1YJ"'/_;PBC$"X.>](0`G'`!YS%\:X9GCC[DL^FH"#,=PM#4?PP"",Z/*R MKQ,Y_VC`$3SCCPUTH0MZ@,`CR!#06!.&`=J(PQ02T8Q"J(H4!."GA,DXG:?F M&VQ`J$H:A_$($>FT@#_LS.>9P9ASS7:`<)Q%*,*C2! M"1OHA2$2@/6IHS@043!"&&#!C!B4P!V5X"?Q1"O:Z"CYZ8&Q"WCF4> MJ/"&/T``!WBDP@$I,$,-"L;[GRIY,F[IB[0)X_&US*8N.I$;;)%_6O<#$;]X"'<#@9218` M*-`,_I`/`R`!+]`,9U`!R^!`2MB(-O^1:O^@!N6056VW"[Q@`M7`8H^``0<` M&[IR#R/P!E,@#CC0"BN0`L1`!UFP7;_7&VB15K^A?S"3/X"!9!/6'6_Q?[,A M%Y7A4,ZA9P!P#]`@"_4@$!)``XN0!&/AB,PH$X:!$@%P#5+@#TDP`U)P"OQ@ M#BQ0*J;@/'>3#PRP#C1@#=TP#FE@`$-P#@(0`!>W&+D!8:ZQ&'5!';Q!=;7H M3([!&!`&&SH8''S1>+4(&!00#77`CO]@!X"0!'L0#,W8D"/ACH^!&`?@!F*A M`'BP#&:@"VT0`J+P#(NA5D_%!Y)0`9(0#;VP<\>P``!E'7SF=+]1=8=!&6J! M$GYA<0*8/[W_X7C%-X\8\UW/.$,PL`0?(`?7X0>HP`(>\`I7!AO,E1+!,R"4 MT4Z/AV2',8!O\0\JF8O;TR%H\9)M\8YX>!P^Z8YLY4YT(1F'\7B_P5;@82UL M)8!S(4_+`1VR81==R5;,\1R3P8.2`6%?!1XX6!B,YXIJ&).&`1FS\8P1H74J M@0K!\"O^,`:F,`J4`"4[P`7V\7-,J`'#@`>;X`EU0`K8\`;#<`%N<1USZ7C$ MMYHRV99KP1>^X4QIP8.%01>)B7\`&)B(T5"\\0!&``X^\!C_\`4J0!K(@"8D M]@K^T`-[P`AQH`.X8`K_X`LET$[]8!L"(0[;)6("@0GF\D&KX`)F_]`*I0`# MR@00X`*F)$3_&`;@V`KA,%_]V`)BI)J_'`)Y'`Z_^<6(X`"7RDY M^5`#_2EM$P8*9R4OJ38"<:46?3$9<_&:UREAR+D0WV4/\S"-_N``1T`&^K`- M4J`'U/``_=`:=?$/W4`-N#`,ID`+K\`".Z`*Z%``#(-QYS9\Q0<>%==X>(@6 MSS@9\V@8R*'T3%A#5`)R+``9W(-.E``EE5B`Z`'?4`)?W`) M7O`#8F$$7O89@KH5@FH`I+((@_H&G"(6:/^0`P;P`5E%`1MP`@8@!1_@#VP# M"Z$@"X!0"I<`"L%P`K[`8HY0!T2@C&P@%L0@%A0``0K`%6*Q`6^@!?Z0"K\0 M"X*@"H7P"J/7#MY0!VVP"?$0"7BP`[4P!%70#F%`"!:``(2@!#'0!&R@!9O% M7B3`#23@`!#P!L!P!H*@!5KP"LJP7DK@!K.`"W"P!LDP!/Z`!`[0`\62!T^@ M"L+P"WXP"HA@`CRP!`KP!SR@`EUP$`MP``FP#]"0",2@!&)A`'9P"Y2@"I-T M#DQ7``+P&@)@`U@2"^N0#7I@0\?P8(9W-\U!5EZUBY&QAV;"3P1J&_SD:O?( M'6O(%_KW?Q&3%_S_!YL8^AM@H`Q7($,!X`K^\`[^4`PD!@![@`#)-0CQT`1% M\`,M\`))(`4SD`1)$`(],*D6<`(5L`$?X``?0"I!\!E>*VD((&F#RCYG.P-Z MP`AO@`:2``\BX`_V(`V_D`4:L`#P$`'+<`S0<`C*T`2?L`SQ\`RQ4`QV(&;[ MX`].8#.(81_)\%)T<`K?X`M\T`V&``T9X`OS8`OKD`YS@`#:0`DTP`F4NPR2 ML`>_0`NE@+9G>[;>T`(TX`!&P`3^0`NYH`N]H`II0`,1``(<8`.+,`8EL`.7 MB@18\`)H<`6+<`A[L`@T(`D@\`-X8`U@((5B$03DT`#5(!;.D`'LN!@!_Z`" MM)`&+(`)7!`.7T`!/D`$Y.$;Q_%3W&%D'3<7,4J_]/N@*.N:<)%XOW&8I2<`( M#O"N%5`!/1`"*<`(4ML#)3`&+8`%.>`!:<`*J@`,FU`%;/`(@L`&>(`'1&`# MGV`'EA`)6H`)[?`*C8`%GR%I#M"Z9ZL`2KPJA?H9JB)`#VW`,9(`"XW`)'4`&R$`)P@`/F)`*LP<(LN`,S)`*\O`*X5`, MN=`+1[`$KV`#.F`'/Z`%5E`%),`$2J`+A[`(.O^P`V6P`T:`('JP`]:`"@T` M"5,C"QB@$O9``/5R`T:\!A@P#A1@`!R@`MLU@:@,APVU''A)&`Y*?,)A&_^G M&WV&,7MYF,'WHE$G%\MQ;KOQ&'?S#Z^P"FC@!SC1!6Y0`Q3@+2-&!%.P`CM0 M#8#0"K,P#<=P#M2`!]0`","0"X60!SY0"*SP"&QP"#1@"4&`!]$0#N4`#NH` M#M]`#O`0#F`(?6`RG@ M`!40!+0;`A1`*:PK%A'_D,0+>[858`$?@``3,`9CT`4T7$P@SK;H`9+X`;.]`\M MP`.K4E7QI0@ED`=EP%S-50!X-AWG-48"4`"``6*`-`PI-"=>_.+L<[[@6#LJ+3V0;*H$7OCW+ MP;&+Q)<3M.P=>Z&&C)%G^OA5O:%JR*$(P;`"`+4/UO`)'!`".3!BC]`"5;`" M!4,.(3`''Y`"KX2V@2`\P1@9<66=W-0;!%HPPD.@Z?]3,'*A$GI8Z(?>&L)C M&[#C5/4(W>](//:`9]9QF-4A6LHQ(,8P!5^0!]80`^`@#5O0Z4&%<(3W4T$U M()Q,H^=5L7Q1/,33<>#!';X!V3DAY2K!L@)!'@4:Y7_Q M,0O\=`^Q,`N\P`SN8`JMD`P,,#Q61Q=TN)M[^*!R(B93AP]\\$C2B2:7X`0_8`!TP)V]A0<;X`Y`(!"N$+`8 M,QO7X![`8`&^/>/W[U\ M_8(&R,=/7[^F-/OIVS=5WP$&C5:P4#8.$YHQ=WC]`]"/@#^T:='^,,.O'SY] M2/NYI7DTW]U[<^_A0WH7:#ZA3/$&S7=O'T^H^?[=8\QO'[]\3_?9HSQW7]6G MD?\)O5=`W^(`]O3=6*3MD`2:$N31PG,(7U'8L67/IEW;]O]MW+EURR8DQ-"5 MS[!<6!6-S]XV?RN,Y'+@11>8F3)GQ@T4<#ZR8D"`QA`,K)30V6ZT;80(@X"E][-E'%2)$@>,,;+CI!!E4^&F@ACJ082<42J)Y M!I9DKH&#DTN>.<:4;'CYAH_5#`F'FV2.<8.;(,ODD+F2DHH?M_*"+"F>&&O_BJE$&:,)L*0*6[2PS0K["RE,IS+.L;H< MH>*Y)1@(P!]GD!GFCNJ&`W7'/5==?=[&F!!G"& MZ.>?-230QTZXC/,DCE7(6`".+FK88AT_D&DE%5]V$866-?Z0!Y`C@)GF"&^, MR4,3)=X@0@Q<[&OGQ"$UF8:0(XCP!!-/S%-D"4$<@2*71XQAPSQCSGBD"BAZ M$<,&,<1(`8DV#$C!&U7B:2<7+OH!8!]].K3'"G\4B``M!?PQ@!%DY(E!@0\< M^(`"""#H8^8BDHACCSY:B*$%$L"@80@@0&#!FS1880620G*))@%Q%!'CB2[^ MH:>>"PBP_T6-6;3Y9Y)IJL;!!4_.(.(,2W*QPXY/\F"F"01LF.0!X_"QTQX! M\B%C8ZHNPV)5]=MISTR0'%$`8UA4> M^J%L@&3/\80J`2R_$ZX.C;OLLL_QL4KPR)2Z\]@!(J.J8WM([[!XY_61&_G, MW/)4\\_P##6:8P#^]X]U);WG+'V4F4T.X%+%#C^00QYQ7E3W>CU"`44H40;.8 MS10%,$T47UY$8[R.[8 MH33F+I(+0.'6698Z5O8Z9CY8#*(YHWH*L&Y8RFE2YH2,#@`IS+,][ MCK%&&P25F*30!3!]BDJCGA@4PXA34H))(N"R^-:G5$Z1`I!G4K3@"3$(:U`A_QBJ*D`1ZN`(3OQ@CD2!:&=K(P96="`.1(%'+.@`BVK3KG;,;G[8 M3&"*HHI,!%:POGU,8*-)4JK0Q7N!S.4E94F^E*:40Q^ER_2.=;T?>@AO5I'E M5#B6#T2L(K&PU4<5A)!=\>G%4N*SWUO7^=^^-.4H672+@`VE*$(YP1O^=RC>[ MN`_:(A+*9QT$-HIABA)2@QI&L`15[FDY#RDOMT;-JF/H:9RBRO.6(?UM@W,[ MRP,'2G"#?12```TX0`$(E;W,O5E3EGS4L>1YIQMF M5*!>?DJ?PWS/[R88GY!T"_:4/!D[`8`?'7@!R2A@,G]LH!I?#FE)QUM=.G/( MDC74V\8@65+Z@#G?GQA5ATHP?^4`/M%%/K$T>"!!U8`3\\1`AC1(&J^8,W7]"I7EK?,A3)C-KA+E]?>?*1"$!P(`@@@08,?8$$3[8Q4 M-MEIF"M67;:'"M04E>+$OO"$TI>6"D]J2Y>PIU04+'@``00@@`+8HQE]R(N0 M^4&`%U'"C3?8P3GR_Y`"?Y""=IP%.D2=`8(;".$?5%F"(X;`@"[6I9?EL[KX M4$_4!,=U>7K3^R,#IRHB/MF]@5LIGK1ON6[GM)_>;_T MZ<.IK!/^7*1GF!L<.+'+)C,['K7B.WNZ(8]B)*CCBV`;@04`@`-(@!M@`#CK ME(VSK6$ZBG:")T*9)$Q[)R32B[^R.*N+BOPB(K$K/HC"AQT`@1%0@@!X"B5@@SEH`*<(,O2S M#`[!'._1G)@")[?(.Z:3.@6+&Z.2K=JZ'T>*MZ>X,$;:-+D+KJP*.,RH/__[ M:[9`08K:FBXXRX>RDJWPDPPOJ[_N";\\))PQ,[TE&RY'8K/3XR[S^BX\L2XO MD[!'";V[>+L"P\`Q*C`SFXN[PA3/H[\QPD2I"!1+&R>C@`VFL!Q#T9QPF()` M>(+0"(!,H((S*#?:Z0DA?*@J`(,:F`,[[`<2\(0IN`"BDB[,\92YT"A/F1S4 MLRWRDS>IV*5NJ[BN3E'FD(/A+\,S,;-*\,W7#2. MD8MI9*3PNPM(@KJWL+X=RT#O\Q"I\"KW\IV\*8OH`0Z@# M6$L[7B')6J2C,P"#+M"=[/&`,`B"`[C$Z^$V+"0B/<1$^WFD$S2?1ZI'Y`FS M'YJD+7HYP^`[HC+*P,$W>4,CHRO&RJ&_V!H43*0D+[L<0`S`=O3$+/JA1YF+ M`,`3(EHT52FRO/&T':LGML,MLZ.GXH(TR^`)2`,]B(PKN.0\.$,,1T$B8<(3 M<+J?O8FG==JBQ.@T`FLR^_$AIX"+?["$#/B"8?C+>-@"#R"QG]L5XCO).7J" M0U`!&K">)K`";T@>!0NO!6-((*M&:I3"Y1FC[.DB8A0[:>I$R+@,`8NG;'RK M>))&J,L>]EDKH:Q"(:.<_Z2T'$8[E+93"LN`M'VLQFHL,'R`M"(3'R]S)L/4 M.Q_"KTVKPGBTGD&QOH[IN`P<)P!3BK,73!R8P!3:`21/CE MT)P^3(`7&(8RR(">(`5$>`('>`?:,4DVW15'D`09:*C+@`0KD(0"(*/Q(ZQ& M:S*2*TI"HTUA)&DTMA:ORJ<.G'#/OL[KJPE#Z.Y0/':9.%U\"%,H@!=QBB>^@$4/"'*TB`V0G0 M:L45`BB!&+B!*QBB?6`"62B"!B"_WK+"O`LLBQ3+1]PBRB&*''PB%(""` M@,HH(".SO[1.Y'3#4)5-J+HW_^FBU&'ZB\*=RHZERC8T6^W*)@14V"F4BDX% MLH.4,!K5MI.UN#*,E`1SHN@I,,"QVR?CO#VM5!X+J+*(N_L!4FDDL"EB(DP; M'[SH5*-K@#!4E+^0JXWS5?I+2J]56'XU7'[50`^4"_.<)#+0`$OX!-&`!AA@ M!W^P!M0]R0%`@S08`1KXA^P!@5#X@3FDP3W=BQ_[/CCS)?NSK=N,49.ERZ<, MIKFMT':**>FKKH:UOFXDQW=45\J!TJJ`M.7!P-F,B\9PQ\*:IXH,WTAYIWDM M.6'$4#[$I.G1(N$20'=RHK\9IN]S"J"(P[[(QNP*0[U,X7TTU+Z\("6B>"3/`,Y^8'Y"0([4(7RP1/SV9AA;(J.H5Q6 M7`,U60%_$``Z%L)/\((+.(2O[`ZS(N@J$.^>M?;6C+I0[8U#"GZ M`TLOZLI$/6(I)5X_[HN_L3B]<$-$?13I]%(3]-A[.\PR]%O_['I"0#9/BU11 M4"SY$34A88T?XY$/'&4:G,>I]M&$VS#JA`"3U"!>1BB&R`$ MM%B&:RX^B>J"*7A='[@&(:!=],2,[!HT+!7?%L5$P^`?_"U<2HM1;!I,H%X[L>NZ MVMN^/80E3%2NIH"+]#T4:N15FL@4OI:K*K7B.=2VILQ`PG%<1N7>LWZ4IV-D MZ'6OCLF"%G@'&EB`63N%-I`'1A"!(-QIW'`#&E"#%%@^?O"&4!B"NGF,1C5E M7:;A14WEY^P3N<9)<')MB`1IEVB^D MI.[*)FTJ'X6\M(14(O6<1-"#ZL)])\%X0U"T;L"DLW9VI$V;)S+J8G8-RWL3 MUB)*J?4SX;/>HC)$6#LE00_C0F_`Q9AP#8[1,'_'W#4RO MS=[``>0K?^\W`SO$%%C]$]Y.]8O<7JG^0B+*&T.!C$,DW:O:S/%PU)A![E^R M_+]_0`<7>`(WPH)$T(21I!U]X%DT_P&`)5N85.S,,^7C_;U>UTM\`7/6O(C8RT-C##?<0_ MI:([EQQ!Z;C(,6411.Q&!D"ZFQX6+Z(^B;O,J-?O``(,"` M(1BB?F`"=<@#;.]`+44TP6I?01ZT$:(]=B?E>B2]%7S%/R`#/EP?5>B,RN8'4PARPB.F.ZS_/6=R'!+3^PT?TSJ(J(TI>!5 M%(QLU][TM\=$Y2'G"@P_A_;2OR*G8M5*_USN.('&JS'Z+]MT^)"59WW'-'_# M2)/+3NR:-M2;NJ7>X2/.=X!=-`N<<1XN?4P/?4H]Q:UV;^C'O,"#I$2&!%'X M`B[(!V/PAUSHA$Q0=ERA%,DO"E$`@AMHL;E8A%.(`08`"'[[^N7K-Y!?OW[\ M[MTK*+"?/G[V".K#QT_?OGT5\R'LAP_B0'T5^S4TB)`COX(*%:(TF*]@1(4I M4VHTJ'"?Q8\#[2'DYQ-C0I_[5-Y+>"\`0Y_W4A+DJ.\ES:$O&0;(U[`J0H;W M]C5DZG6H3Y_Y-`[D:-5JU[$6"\)\*I"L2'OX*HI\:G#?R7P!7";U27*OWGOZ M9,Z$2C!HUY1%2?^:;1QV)L&&)6]&Q-@3X<"$.O'9LVP/W8QX3P)0"7$L0@Y$ M_U:S;NWZ];^BL&?3KFW[]FHB'#*`^1=1DC@:]E"B!-"Q(T>9R0LR7-DT(<>E M;Q/B+8HOH]_,*M]FC(@]X>#+BS."S?S4/':SD9-#5OR2H$"S2YD+G!_6JEB' M@0/X72CPX5`LC?6>6&%%U-]`>+WTE$HB700`3AG9Y!=$,AEUTF12:64?9`$J M6%UF#8U5@&%+->57@R(YU%V$&ET4DT1M-D0APB+_6/0#.FU8]EA"+`75D4=BF122$&4YDO;I=29=Q6EQ-:=!A5U4%%663@56VCI=6)B6:57)5LB M.C333%U91!B#8Y)G$G1%O1@29HW5=&%8(K+$:$;OW:585?DL@)]C%VG$T402 MHIF1/7B51>%U&.$S5SX-F%"+2/A$0LX1_OQ!I&L!#$8LLLD:0L(%DOC&#P>M M@#'`6-H5QA]3>#VTUD'QC=7?36XF.!-_!W%5$8O8Y;755&6:Y!^\"H67%U-1 M[G-!=0XU9Z54_`2P5T0H+;2>2WO=B0^>3M%TE[H8#56JI?A]^FZ,RTGW9+8J MOB05?B4MA)-T@D:)(G3Y0<5Q?OT@M=0^_)G$_]Y3B\$G:TL>4@K7/O]P4H-' M][#`12'^T(-/LJMA5#32/E[R1A=S_#.4#\X(,4!8A`FX*)AE50O31Q8]!IE- M_4Q48MK!)C"Y4TP!G_X.<58R4+D.>G M[EDJW!SZ'D\,!*[70V@3Q=Y;''(%EZ6&/WZE81PPE%YF( MA>D7N$T?*:7G2D"]299<_>A024=BL+$!!0886_1%20M?FQLQB/"";_U$\0XK M<[UE,E1QPA?3=1`-9I*B[[:9]77;"0CF3RY!:7F!S,E4$H%:"V@O>&)I);!? M^C0$0"2F(Q7XX]&=!?_N8S"=M;^_6B(QS_E%4=DQB$X.E8?NX4 ML!41ID!OZLJ4HG,7`O5%=5;A6*E.1S>@?$LC`*`+/G(1!#($``"7H,`@-&$$ M`7`D68(9'@Y?TXLT7&`(RK*(TE7^)!2QYW-@G$8(/]+$GF")Q MD7,RR^:#*F0/RGI?>A1"W_,0_G62+MLPRDX3F1T%2_V*,>@(D4!,U\:LD88B" M"L(3`.:3=&J*GE9BH[>G3FHRG%.5@@@.OE4U9"@8[+90MY1H2E1P_^S3)R??4D)B\])W281D]#U'A(M6(&HUMR7.0LY M)[EJS9*[CD,ER7C%3^EI[^G2"CH_)85!CE0.3GM2%J8*-[<";N,VP<44J`5*?4D MH6H30,W"W9$MIE[,L22`1F8A;<*Q`6I,$XH:)9.AC&LA5UP4>!;5LLNA"IWN MN:Y^/A1,/H6K(1'9TW$F9"Z$40>)/QF(8-BCSK>P;$(FTJ+HH&*BZOR')D>9 M5"@%)2+30978X%JT5%@2JII0>A\ZR`(J9U0.#N#B"DW@AYNS[1I9M,`/17C: M/M+_0(\T&(]K]*$0 M2@Z$.46*I2KP?W;+,4*]"'#4>=JRA;$]: M%`B2$BU@+8;15R?_-1^M`&Y%MTH=3@N9V'VDHA94R`)"MA`'*NQ``=K^^6JF ML0<,7$%)]K!")3C@3WT+6;YX&AT1LZS&L=3E94YA[)O":-IOB:D\^;P+5WMR M-?C8M9#Q_!K+&W44K3#F'P9KXNB:#1*R53=]`D\BF3))DP->SR)NXCI8,..? M/U)IEC[$0X/<`-/:>G:\JP@A!?TXQX M[;J2?@QGZO7;CTF)K@;?B_V(_3;`'#&$>O-*>K&%`PW@]CO%-EQ\0)-^:0H2 M`8J^A5]!J8P56$(19$'+X(`<1(,_Z`.;M5YF'4`(H,$(T("2X,,LB(+2/8:[ M_--T:%1^=0ODR(M-E,0#W4EVM8>6&%-UX<68;$Y+D(TZ04>`C(3`R$I22,JK MP5JI7`22&=#022A$55AJD,XU@?A11& MH1!9`4G'^7B-47@$<)F6:U$?M@@&6360#L98M8S+/X##'%A#,7Q$`$Q#`L2! M,UB@F\G!#*!`/-1`?@&"#33!X(B8:241>3#;DR1AU4A762BA421%LMV54%3/ MH%V&MR#$VTT&ECU432U%`&078RD1);[,=Z'*75P(B-GPF0/7':8(Q)=@3@<@EC#Z()JIB)P#B%`L$$ MPX!4%L1!*N7#&/A"#:2`"?CA@=6`/T0#-^"+/EB",1##`$C.=)RA$C:;\KG) M>$P'9)S_3H?XQ$>(CK*9FZHPQY^Y5>B@3Q=FA05=#%\0!>>P24]]RA'%BW/H MD[Z)D!(6D1EC97U@0=/14EX.,>7 MD46WE$Q\=-S*;8B_/6&V^-E:<0P5%HAB2$BJL<\Z209Q6,X;=IY"[1-D`$5% M_(,0-$`5P%T:N,$,L)YJII0(Q$$!5`%LZH,FY$(3'(![68C5A/;Q(],BE*<+(9^88]^=AS&A9UF8$1:H)Q"R)'`19'J MN(K#4(R8J&2QK8T2P5VA])3@:5!8W/\86F$.<3#GH9A)&$%))H6-770-;,W+I+V%3O[`,S`"*&#;$^@!(?A#8RUH+:E`'!!`'3Q`%<&! M!PP!`X#)K=Q*15S'H_08=X4*A?@1I92::4T9>UP5IGC.[FU'W0F$<5@%@ZP+ MWA*LL4/=%C.AIY<4W10 MCNZ94R19W9A5([(,^Z&$7O)F'$(4=,()EI1?<7D=V17J/LC%)S`!%FB#VPE# M"+B"/U`!G-;2*@A!%O@`2O)#)13!%S1`B%T/G9"5UUT*=?B=S3Q/EHR,(F)E MPS'0J*&)ECS_7;R4%T@.(W)!Q,)Q18(X9Q%A7G"^!<:`RE@JD`SN`U>:C=#W1J2Z)*":45F75N#[FLR(#$C?YPU0WZW:(,".9LB.E$ M'1RYX->HXE3=Q1).B+FA2WC^#6ME%QRI2"3^!V*0>>6)EE,QL>0?QU11-'@=Y7-1A`"I;^<_:W$K.N$,K1('8 M_,,5N(`_Q,.;=F[17,,<#``R=`!278(@2($#UL7U+4[4P81N90I=.1+%?:_5 MS(O,@`>6U,O%Q@EL">1Z=!/*5%*@%(J]!*>B=).?Q,<7A0Q-S,O:(E75$6'P M-6T&P:`VU1%2_%TAU27@$!&016%_9F6+>O].=DZ:47SEQJ0D*D)'$Y&5"#7J M"BA*([]'_>:)[EF$C_XKF(C/R3#:Z20&^4%36>Q@0X8-3U"QI660?;S6 MO/@JRL#/A2$2H:I(GY`G/8WG#>P#$@B#%SP-/Z2!)1C`":!"/I1QLG`!$.B# M*8A`/P!`+D3!"A"`]DQ2GVB%P=W'ITC_#(S`"3XZ9&.HT0<#J)T,S#9)\8+41(V>Z1G\985<.9 M35K]B5=TUW,LBOQP#F\>QUHXS';DCZ>DEMZXXN1Y3+B0!_XFX8D2<4=>$UTL MJR\D03V$@I(4@`>@0@^PWCVX-)%@0!#\0SC(0!.5PQ$\99:P*[SIK2-Y_QQU MW*+KA.>K>>=80^I.E4I"+1_73N+:--%WO`?\+8<_.T[5E%"!6(I&X%5B^11> M?8QSUFO`R4^O@8[:ALYL19)<9A7L:(ZC8L:9!)\'6QIT:9I2:`T\ZX_RO4U& M,U!4Y+6Y_9&'285G4D;LU(H^(((4K,,=?-0YX`,0,+9C#XD(),$D4(,$(,0Q M!,(,W/>_2DC=?9-N@LK,+!-N+0940UVK#4YX'7C``9>3_4_*3(A^V$4HQS(T MKA=1-%#;=$X/R)1BK'%(!.F:6:'%-U%M/(*$ MK*218K0P?;@7?0M>!*-&_!`&SC@/7R`.FT0@!1$0#&T`P\T42(4`C#$KX3H M!)4N7UDAH;I=A@81]*@84S3#R^^6_-SMD8"'T%=YGQ'=(B;U3T*L%D<,$8CRQ["MH$GTHB3Y MJNMVAC'UVNSHGHAI=9]5B5%WV%.8@!.(021@A!40`0/X0S6TM,73AB_XPQG@ M`@:,Q2[80!E8[&S_2DS<0^*W5HTK,IGG_3TV!CI[>C<3].6CH%' M_QQ&+P=^:36_4I<`V>`;=97Z?A&*5%E)HHI+%&:>X&<^Y\WUVMM\VLQ$8K1D M((RB_)E#[`5WJ=/53[$5B9$@2T_#GD?7NX4:78^M%'5!.,^,$,,-H$$`",`" M*`$`QT#+Y#UMX(`_B,$3.)HSYP(69(!>:>*[8Y3K[*-"XX780WU1$P2@LF@1 M);3^_!TZ3R34,Z>@`$2^?/P(]N/7+]^]?OOZ(40XT."]A/S^)=1'<%\^@PWO M2;S'+T"^`!X]-GPXD-]'A@+W%41I,.5&C?I&II2(\%[(CAT3]N0G<"=*?BWS MZ>NG#R)$?1T/]@MI\F`^?#TC)E0H\&?6?/OP]?L8E?\AP:("&_+K:E3C3X11 M!Z(,$+5?UY8F&>Y;.@<#JW\"`!P*`R%"Q7^#"1FYJ^7L@O\ M`)PJT>="7'WX]C'$I\\NQK@_KW8V:]J@QLXF7UZ$63!CPZT_(3;=J'9A:M)$ M!6JL#?'H5M!1::<]F)%JU:P'#P90?E,U:8TXQ3;-F/7Z6MH1O0)O*Q'YQX5, MV8HE^](ARZ$PQRM,.?!>QJ])9]I;#E'\:I,GZZYG+I8]B=[#RC6"#(RO,[(, M,FJA?9Y)1@81^OD'G!-<\4>JQC3?4B#80X:B&M)GN,Y, MZ\RH]4PRBL&R]KMQP1A)%.O_HK!8(FFZW-S[KS>8[/'JIWT$\`VNXA)JB:CJ M1NJ-+?E>$W`@^4B<"+ZV4/K2O?`^0FF?M[I**#4D41(PJ)'&_&X^KW`23RV( M.&.*IZ.6*ZXEYK`R:Z*-UMH*N++\"Y*AC>J:B,3]FDSMLXWPD4N8/`Z0Y1]] M'D"#"@I`$:G#4$45]1U_"G%C,GPFF0$-$=S+K:M)AP,0QR@!'&HNW:`TJJ/] M+L*'J>#8I*NZ]8@ZJJNU%M)G`%AW@HLEKZ[[**0!FU+IK?_J'&HK[1QU:+TL MM7.)H?@.&H`VB6ICCR-UI[1JJUZM^D@ACF2S*5Z@RH(OO2QMI=2JLM MO]*S_RT9!SWJW@/-(TNEHR[:K+,1=+#%FWX`^.<,!EZ`YY\`1AV99,7,\(>( M3]#=IY,)]KA`(=!JA`FX%QT+:RAU;U9P$1;XNS' MW`PT-+7:Q!III7N0NKG8GM1M:2>FUG3.)R)[QJG(:4.:Z"F@WO,(S'CK52DM M?\7M[CV"Z"V8H'>S>BM+H.:BCU"UCMY3+=!NMDO1U/91HX":&_QJ*J6O!F#2 M`!QIAP0R`."'!VW.T>*??4H>G70__$D%%Q&&NB.)%#`((%&"-F/1KKHT'N@S M!<,*MR'[V)J1-;*:P@W7UU+:DS.N"W3J*P/%BD\?W^%R[O^@BW+:2:>"Q66I M)IYPZS:WN:SN:JBUA<_N)^K9ZFW,W&KR*H!L$3K[.[2+BEVMX;6&4R0_D>NI M6_@P3_"B93=O("/G08TN2+%+O6HSE]!,)4ZK MH=-+U'60^`1*4092D&C(EA,7V4UM:LD62-`4I*&\Y3I,D@U.5I(OSCRE)FPI MXI@ZHL"23"AAQRN7<%`3%AGB2R0#F9)$JJ65I"4)-](BFHQL`Y_B\:,`$MD, M%9ESL((01("K"0N,\G&#/2`#$A3_)($9=E``T840DQP"AC]P48PN!``?LRB! M#FZ0L]G!:($9.=:.0I-$(]XM.VG:CH#8\S1#*5$AX(F-X7S#DS[IJ M!L`YMB5MI$D39W+SFH7@#B$\\PU6ACE/&?HN:D+Y'1X/5[[:3:HS_Q"1$`(` M@'Q(81[^8,+&,ME0QES#'VXH1@VD4HH*Q$`&AF)G71)5EGWD)W8,8=',AH<1 MHCT$7'&T):[0@Q3*7.2&7"M/GW+5JW8V;T?/.EB>R!0W^+Q)GTKL%GSLPAG. M)&E-0A$@_W#R)QPJ/0N`N=262=S$$I%^E&^]X9[PU`41'_+C9T\2YMBR@I2G MOLHX2H22:7(Y5)H=[JB($Z`3'C`-LPA@">%P@`XNX%"_)F8$/B`$''C`%7)( M80H\R,?/%ADX&1HN/A'YF74>PLYVWC0MQ1R)``W2)P.6A;-"_.,6R]1"&S$U M04TUU)\,=<+WO)5$?1I(,F7S'0-]AD7D\<]0EG*3^3$5I7[232%!TY&L+A:7 M6%D0<9:IKZ?`#[W(:S<35*:'!UI'W8XT@D M^H$C#-'[R MIX_>&;&4=M9=0SH>OF*[P)M-Z4HLI1*PYD(:MI'&3=C19U=S1%>&C M$X54"UY\NPJ:KB9/QR8R?PHSC6M*O*#_HC!'PD!+H*)&BLH=J`$8)_Q'+MY1 M@3Z$V;YFB$$@N)&`H]3!`BU0`6QXVQ+0^)!\0%3GV!YRD+-,TWORTE>O\)>^ M?C@0:$6)GIS)0M[RO;"C$V-1@XJD$9S&&Z;54\U%IL24[BCT`("BL)&Q9Q$K21^'ET\[8P[H`3'E=#$=3U82/-T0J"$QRQ5P^6UWJ M5+JP>O3D/P*`_S>6HZE2[!!2NVCT*M!%'/YS>A21K9[;0`1`X$3(RD",*;!`9T!TJ#$_0@Q-= ML!HM!XV1)<`"#E;'Z;L5B,7M&R$EBIN M%&]Q)'=@^[NS3-S7(4O.'B6Y)L(@T2#=G@+`*+`!I;@+1;`%-R!"7"`]1JJ M'ZQA!>P!&RX@'P"`':)@!S*`I;YM64!P.'JHJ-Y-*US.16P':WK+1_\^BEP, MY)E4J:LPPF8^C&YRQ<\Z=*Z9/>@Y#5FCEW> MR%BHXI!FH\EVQRE.32"F*&IB MXNMHI+QR1TEZ!.WPX1^&H0-:``7TX1\>`11@H!PB,),&H`]>(!\:00-(!!>D MH`PZP+5.0VER8[R\I;.N:M>N"EED*$C.H]?>J'9LS)]\K(=DB'Q69-'.XSAX MZ]M(K&A@XTC"BJ9@2B,FA>V4,")68E;0(LFNL)W6"C:2PJ4FPHGJQJAF8JHF M!@;#YMZ2\7YLXB3NABY6R5P^##G*+>-$(F;_OL(UDN>C:"+"^JZSX@))T(XK M`B`83(`&Y.`B1,$%:.`0`#&37,`?2@$;!D`?!"`2!"$()N/;8F0Z]LU%X@E& M#`?L`G)V&H1BGN@J;,F=4B+@UDZ>5.EX M%FDU%.@?NX4R!,C@0/`B4PXF8`I&5F2'"M`Z(BQA$(0&$X]&<`LB*@^!LFI, MG@LH8"I'9(=%UL7@=":F(1,:,=JSFYW&F4_VB(3I&$"K"8>!*$+ M],`=,:D+3@`7,,':\&$8XJ`%>`!ZLL[;<@1Q`A)*&LP(1RS1M@OP_\!%AI2&(1:`A;QQWR)+PF1&*B6&(>QA.I9&/XY$,Q9" M`,".8;:B+651I-)+W;P-YM8.)/Z106B$GLJE%&6+&,NB)-Z$C]!C,"F`P*XZDQ*XN^(R"L6QFY/C"/BB&13X#'V:.*Q()^,XK%3=#`#RC[#:'=B8% M`!@+`&3FG6KKJ-BN[S3H:8"2HQ+'HRBN)>SAB`AE)@!/FN@OYN@L9[IC+/^4 M1:BBAD[^I@L-1P?)KP7+8@5:P1`!I>P128DW24809:`1HHRAY400EB M@**614:J+K76ZMR:#C2,:KS:$NRFPK+6CJ:02B1DC5^0Q(UVZ\)&;6[TJ3,> M0`1$8`%&H`$8H`$>`+WNZ@#,`G8NJ4X%4@^-(GZ,BX`Z`='2&P0ODH1A< M0"$*`#G``#-"`#1H`!,N``"J`>%RU^AD9T[J$P1F(QT$K% MMFB)UNXHC6<,OT0HO";E\N,EGF9GQFLS#(*=GA4[Z&\?)L$8"H`==BX&KJ`- M>+5D1L`?7"$2,@H`FF$&L,`6ZK1V+O'=\&%S&,;I&JQ*6PE59659"*QX$BRJ MTJ5;U&4^(H4ATR1P"B6+_YAP1SH`%@B@"R1`!%3`#UR@'H0!`_SA$X1A'((A M&.8!'`R!"URA`OQ!2"/)&EHU`;P-Q*EP\#J,_(@'0X![`J`!AX`!GX" M:T7E'NC!'VJ!&S#@W9`A!,#@`=X(52.QYC1``R[@`1B@``[@`/[!(!'I-0=L MYO\P$Y44PMM6*F=`XHB^4%LN+.]H4FY1@Q_:JR)X-C[N@0-((26>0C`P``;\ M80H^X1.FP`.&@`UTX'9[``)@8`,8X0V*00_0P!]"P!K\`0$0X`0BX`ZTP!^, M07/7P!1D81;\(0;*@7CCX0S20`!N(`,>H`%XX`)&8`1?^ M=($[I`YR@!K*05@!H!I2``U,:%*&Y[QVYA[&0!)8P0O_?N`*O"$(=&$,P("$ M641`/R]9->-9@<\@G6;*'H)>S.4U9L(TA`V&S9/J`3_`$,="`N*.<> M\$$`#L(=`J$*,A``(O3='BVV*,@16*`B+EH`SMDPXB<=@$&#HJ?J.,,>L$" MGC(@8T72DG91A<OHW)S)EL_XHDFMYI>-Y6'^XN!(]CO$Q`YPPG>29%`.+A M&HJJ%5LB"U*@]-"6<@8`[/00H#;C'DRA&QC``B0@`SSA!6HA`$*A`D#&']H@ M"KCB066%14I!$"QA'R(T>4##'C3HT29$$6@`>M`+473DVPX`;?^Q,T:!"1(@ M)5#IO)RG+9X.E@^'A9HY&$W^M"+-D@NYA!&0@`S!``C#`@[,1E7JS MQ,!*$N"A%%BD`.!@#S86JSO$%ORA')Q!0NQA&$Y`$B3@HF%$22C'1?[!![ZK M?2>D'0:!I,;3?V^RN>G2HS+KA7,B\/!$V"*/*:@.(6Y[I!YT*&N@&V#GJ&C$ M*!3!'/_\44D$2`)@@`8T`*-GKNKTX0`^&ZR,8BHLH!T<0`[N002(00HN(!Y" M`23\@032@&(TYI0N(1Z.8.K$^;Q,LB'6RP=@9X+.,[9"TMP$Z,FH8`46X+%> MR06A@@,`BE"LZ0X,"D-`PDU-9#"IT0XY8*\S#%>'DAM`$)3>JB.L69N%@#"&Z9^!/79 MXZO"HA[]O8!T%?PWKU\]_CEX\>/8#]]_/;MZX<0UH\!^O;I M>WER9,R6)_\-]ML7$F%'E"!;$MR7[Z9+G"91HOR8[^-)H/=X(MSW#YZ`>R[Q MA>R7*TO)D25!FC2)4>0_54?^.=S$+$64>__:NGT+-Z[<^?#7QM61(,V0^?0*N7M6W>>G1`/TZ M[MRW,2E"E#A#`D#=#Q_!D#A;5L2W^9^$>0$>VKNY<.&C2_8N/FP8`,.8&2[T MW0M%YM^`A;(7`A#@4L`_!X-TM:/5XHP%$!:&'&%5Q)[#AI1?4H.BI1_UEPPG M4S89@$V;>P`L/W3J45!>?9:44,*`T,4%#3R0P04'$%!``O84<%W_0@((?3343=M]A%!'7EUF%%(Y?-/)Q[%%-,1L+07$D8@84;92/H$0(,M MXMPC`!\/]."/748>B6228H!@C1LJW(./+3F\H<8_&9K47DW_$`/`/3Z9](\- M:`S6%5$P]2/`12-5U)*:,KVVU$)%<=1/`"615I13/WW%6H@U7AG;G5UL8Z5! ME.'X""_7,=3?`/MT`,,,#_QA#AX"-`1`?Q2P]AU!*!(KD468=-@294 M:1GG\]M16\TL%,N&C1#-/_?%IMY%FPPRBA]^4%$#(ABHH$8*(5Q`1CJO&&V0 M10PD\))\+_WCSP9=^.-/+Q^)$(:*CT+::2'$ MQ56Y-")M()7DTX#ZD'U&,U#D8DP\>2AAS"!+!.*/`V7$D(84,\1B-(%9J-'&VF4.DY*K8SE;R4&9:/!T.0)"#;_IV#S)$`1(N>("##E"`?/BC`L(`PP\0 MP(\!.&,,9$`;&#K%$!WAHQ-L>$7?;).IBUR*4?=XPA#XPQG98(0H*F,B2:P2 MDG]L@^!$```43H'R#H@P@PT`!`^&,6%QN)9;KR+:4LT23[,@G_;4YB M%92Q3W6J8UV"#%[3R#Q]P@!?B6)Z1VH62 MU"#L=2?YQQT,0`PMC`!*:Y`"$`[P&2OV:S99X((<@N$'[;PE,DG17U(8>)3B M^&,`S7A`#"RI`7-!X.KJB+.4D_CL6:3@2``:F"W\O2Q'AY"=`U1GF6*K! MC4AJY*^E/.4_-@V+347S#T2`XA^\D(8<.B`#86!C%6DJ"@#Z\34"$.!76DA! M'ZKTK=38`VT::(`]H%``%8#BFE3XP`WZD0,/4"$?+MB##W2!#P%0YU(.:80W MTL`9]32D.`KAYP#X406&-H0`"X!3+3MUILIL!0`PP$`""0<6EQ"`#D*HC3Z@ M\([>P(ROJ/N29T2D/?^Z;D9E.3DV!@'?\@XT?NT05R6*F??5'/0UY#A"&PP!3P\(4KFO$-:?@";:[@PRF4,(]Q MJ.&:6[C"`?2QAQS@30-[2((/[#&=_I`5'\CP0A'"V5N8R))1`3B"#LR"7@)0 M!\7_P=N5:A(`%;Q!`E[2XTAF\PPA&&4`FR!%2=0UUM;HSGZLV\D:0F,V>&#*^0C5ZX* M5]]/#' M)V(=ESP8.2M*(05V!`/HQ%&9XNFT3:XY!3 M3-.4-*ZOI8/3JV0ZA*RC?*DUZ/M9TG?6&F)>)>G=EH$O_N$,TBQN'*08LFP= MLBG=Z@,,JD##*3!4BDT0X`#U0!L#!L"`7`#I'OZ(`"IRH(%2F((,WN!'`]#6 MBQ\ZU#ZTR(,7^$%;]ICNX^TV!@6S#PDD816D@1_J]O$, M$N#K%(RHAEE2-\X!G;_$`/Y,/\*Z^`$)N`(M``12;)S4B4(SF``+W=WH:`#(;`. M`8!12A#@W(D@?)M%R,.`"_K(5G$$2(_`*'D`?UX`&DU!&.5-6^(,R MC:P#P,0"L2P!U0`)83!=/7F$CGA)8W'@AH% M&SEH/^R7&GXD)P+`=*'12C6A&?32.PDV&U[A@@YA)KXD$@2@#?^0"!I`4OW` M`^:7)91!0!8R`)_0!%(@!L>P"T-ISWO\T$`>:4`Q7P`O:T`=MT`UDH`T?<`N% M\A]%80__$`9%R1!F$`.P<#V=6Q&-.L,^[S=CB9DZ@5@4/3>" M3E$87*$9*54C!'`)_[`+X9(%\W`QCC)+8J,WRF`%?0`,F4`$>1`!G^`&3X`V MN/`*J8`%N'`.LB`)_B@/RI`-\[`+R*`,L"`(F-`(,)8%%[`/,2H)8*`#*F!* M]2`-?_`'[R`.W7`+O=`(VG`-@-`(;'`.!,D*I/`++-`'TD`*OE`+=!`&D4`+ M@5`.E7#_":8!8V`!1IP$3(``O#`-<)D1JCC1PS6 MB:J!,C^!:>DB(%LI%&YD78;75.9R.'!4FH1@#HUP,2``!W#P0+/8%F70%M"P M"_\P6C-J)!D&`/^`"=.S!C7P$.*0`KJ0"0D*$US))T1A)S[(+ZS!.@'R8R6R ME=T*0`(R%"SEF/K2?HPA:481E$*'$V$9&[&%H-J@>?M0`'1P/;[C,O]Q'[1@ M`26P"-D@!D'@#S`P!2V`-F+P!"0!COPA:295FEU8&W!$9\6;4[P!8+0 M"%)P`UU3&OLC&YD5$@20`0AG`DV1`:"01I_&5`/P#VRQ6=#`_Q;Y@`,,H%N6 MT1E]`0`$4`L>8`\$```#4`B2^$8KTU3?EW@VTALH@3.)9Q@DT1+)]E@\L1DQ MXQ,6&A8QUE?RL@]+,`M_8"6;$`BB$`8',XL_T!:4D)0RD`+P:A<#91G_``C. M``'7T`$&00HA,`158!:!6!$G&!EV!1(AMFQW]:3(4B),T1182;$O]4?ZTVT% M0G\\E3)>92RLP6V3\1("LPNB00"5<#%>-58P@0^I:0%TP"*\$`+!H`8X@#8- ML`^(\`7=<``/@`74]`\$H`^<$`FF4`RT@`SG$`O.D`B7,`S!P`,,H`"*@`(E M\`X",`"9$ENR-0`7E MREJ#29'`#B+`/W(`%'!`-DIN`T-`6`I`(_W`#8Z"Y=7%W?I0/ M9"`/_I`-+A`;[$`!8"`*>&8H6"*WNI-I(_$:U*H_^A-5/TE)NJ01AG>)VM:M M*36"*69%@`0S1"%6#5$`S+L+8(,;"W`,J1L3];8>Q4$/QAD#QUD!%*``"(`$ MM3<#:.``%#`(4(`-10`%19(/>``&Z"`.X)`,<.`,NV`*I=`*:V"SG.`/O2<- M_A!O1V:^?OC_>4&4#X3@#]?0`X>@"8*P`1/P`2>PR!M@`7,``1;P#P_@#Z_` M6WWSMS0!BOJ0"$5Y$@,0#_1@)4"1+R)1.D>WL<(RQG[7%#H8SB!R(J^[&8AS M.+=;+/862/)!$!71`7,@`6)@#PO0`H%`"WV0`>AZ!KU@"4\`";C@!OX`%0CS MCC+!`.RP`=,@C/BP"Q%P!651'T:6*=OF1\P:E"<"N$W14M]5K;?K,QY94A%XF9H1H`\%P`5;(`?F8`8HL`6CH`'(,`'_\'MU,!U#%$PT0U+.$0V' MX"KAE`>@DR?.6K"&@\9%9Z$!$ALPDW?9,V-S!;"T<1FCTQ[8%Y8+X`6H<`;[ MP``L(`N]$`/"@*[X@`'C``YD\`X2X`03F"0@R%,:(`TI<`02(!\R@`6>P`I\ MIA[>9BSSPGCCE2$K0C,P8LZ3M[HO4=%]XD=O!-PJ=D6](R=W1UC_ M0`55<`1?<`5Y4`0T``;$L`D^AE']$,`"T`JC,@UKD``= M4`2E(`7M@`9'P`T:T`_&@`H^$`L?=T4-H?\/OG`#C>`/7Z`+"H$(X<`S8NTJ M&YLF>N,0A?`&5>`,7'`"TJ!%;-NVCR4*$.`'^;``_E`'EY$W?3(8_O'!)$#& M!#`([B`X4<65C3$;8?EC/Y,C80%U2`%%2RM7X5P4B,T:AY)@.32\_U`'50`$ M"N0).#`!""`/Z`H:/BMM;=G:&?LHI'`&$&`#77!%`L`!U[`'&L`>M5%O&SM7 M@6(40*'8/F$NBWV8>-LS#[N)"ZJ,.X/.-,)M'R$OFX$;/U.X8/4/N(`.@"`/ M)*!-P6D``?=U!%%OOI&:_C`&1<`"R"`"O\$`CY"0Z5`+)\`.=.`*"(`%6,`` M_^`&%Z`"_H`)%N'_$`Z!#$7R!&G@#SX0P`%0`LVQ-\?A&_VA6_]`"!&`!T0( M!B'P#Q0"P/UP-ISP:0#@#^U`7T+1V&%32WR@!$)1`,!0#B)E%=?*C!C#>!NB M/=2:&I`I$B!=1]"%;4\'4XN-YS4"IM*R/>U@#PWC`:P=:\-`0&A^`(.PHD>" M)P@%#9ECQ5QP=P*@!."@`Q=0;WGWDZ5I(^\#(@[K'-MJO#;R5S,\(M`[/R0! M+A2?NT\G=#<2K)43R#Z*`_PW^ M0`/%L0]Q\`SW(%E>31W^=!'_D`W^H`F`<`_+H``U"=8"<`%MP`W:P19KV1`% ME6)]41W:<0Q>8"P$4`@T;KQ6<30J=6AZI_?LAYF`MC#Y_]F6;]_Q:14$O//W@`7*2KI MTP<`HSY\^NP!P(?/GKU\CJ:UT';/WC]_V0X($)#/'YZ/`03Z.P,`)$>.^/CU MV[TWT]]^^Q%W3?U9[ZI4?MQK>H3*S]^^?+A MBWJ/[#ZR4_/]U*J/G[Y^:H7^S'KU9UE^^T`F\")'`+Y_1'RU^X#AWV+&C1T_ MAEP,+8%'_+)4V`=9,^-^'87BT\9(4*A_`K90"/6C`<*-&)]VS;?O;=6L>.>6 M9U[BX8?X,P&'PH`2.!0`<0/*G`7VV$*8? M`0*`9Y$.^C'%GWL&^(<2?Q)QPRE\`/!!B9"N:TZ`C>SQ"P!['($'C#`"(``` M:/SQA"1;]%@%``'^R8>E05R3JZ_LT..1H3`>(4,<5+!I`HY_`.CLJ?&NNXXN MNO(YX"R\@NI+*+G>*LLLVR$P7 M893YH(,`-L-3,WIJ'*!"`5)8*<_'\FD.HP&^02*<40+8IP`PSGE#@YUX&H^N MX+(*"KW:F*1+S+>B`NXJXKBY M_W_."4(8C/8JJZNULIO2'F::2$470W:!9H)E>`%DA2#JF,`??Q3PQQ$$5(GA M!GVZJ<&OD,*H@!DO)O()E0W^L,2-B?J1X(U_.&K.*O&H^Z<>-VR10AZ)`-A' M@Q]LV<0?G?"9D2A_(AF@O*J$XTBVL^[Y@H0F8O`'$']F<8HZ)VVE33>X1N;* M-K7"_'1-K8*B$JOEB&.KK]GZHBWF\8#J"(!\3/#C'**8D&"%$R@1M&C&6E'F MDSM(P,0.?Q@RFK&SZ)KHE!DT(>-,`4"@1(@"[!$`)(W$V^LKW?+R&"][2)5- MS(>_+/53J/9*&3HF,54S.S9M];*M*=&Z3JNY,H,&B_]?@@(852=!;+5)>RIQ MI!)5X*GF$'^2.4(,^TCXQ!%_%-&E#`M64&*$?-)919^&`?BG%'\DX"?L>RB! MP!<\N`E`@)6(2(`?A-#;"-25=&"!BAPX"6"``72VI80D3-$'IAEORB7GAS_K MR#/T<%`!`PEN`0<&(T&D>:Y2[^WJ*W[4PDWBV&0.P$R?R!].JY+-,G/]F+VB MB\M[1(Z5/AJ@!CST(P!H6,42(!"&J!7-$!.P@#^JY0!_$*:!_U!)4"9"A!G8 M8!DJ(<`50K$#`5DE(]0)'%M812S:!`;>,/^2@`PAA@`W^8@5[_N$046N&&=M4@%6 MDU+5*N%(Q6Y8$4M?T-*<]X5%1X(S'ZW6$B:U]&\H5"E95O[!BR;(H4M4:LMG MZ,(C_X^0(19P4``2@@`"?R`A`DBP5@6(D0,$^",)%("`%?SQ`'P@`AQ-9$D4 M-/"%%MQ#9U2`!"92H0\"C(0H"D#%2#0BER2)1``-L((:]@"(?Q1``/L(!A(2 M,8@*6H5U*_&',3Y229=F)9/]HQE0`*"*1G0,+FCIB%0(6K]4LJQ465*9D](2 MG=_\)F6ELA3.T!.;JA"G,RF\ASL\4&Y\,"V(J]`I9+$64-1QB&2P#B\Q2.Y7P^/]%`#B`PA.X<8$$ M;.,+3NC"*OQQ`F@$@`ME^`8J<."/.?AC`?B0P#LRTH]2E*$&^JA'"F1P%B[H M0!:1^)]O]1$$(OR.97*9I$X(L8T=M.(?!"#`*/1@A.2E0@O1TQF$_&$)A'@( M)#B;J6?0B1Y[,,%(5/J54)Y3VJN.K$Q4"B5'I)06V;SF4URRU9?^-ZG5?@4? M)1M*9B`!A-AH8Q`/P(E>\12"-_CC'R/PAP,L>,%MGLD<[N@%./YA(!#P`0T+ M6`Z#18(0O/DD4Z:M4I-*[+NHU&P?]V`+0M1TO2IGYQY?%:6:\I>_'2F8GB5F MV3]VP01?H`4J40%8:]7)H0L=H`S__BC$'\@QC#)TXP\7T,$BG`&*;01!#>90 M@3\BP(CKBL`NBB'_[(!6%E MW!@^<.$?Z["6"N:EUP"@9PTG@,$,$/"'`&!$"=$P`@9$!#C@J*4C7[:575A& MV2NK;#FPH-/@EP/5#1%O"%%]P*QR8R58CPCK3F:2R34T1Y1F'H`1V`H>1 M0GTF-_MH_P`PP@&,8/""'0B0!2;<8"TE_$$0$X#$(]A@+3+V`P?V]8<._*`3 M>\P:"_ZP!Q=HX(\F[#&KWG!*>#:T5'P$(!+^T`4M>OJ(0.Q#>@.XAR?\0"@" M!,``T!#14I=:I0MYB*6Z^P@`O,`,IS@GRE$.296979V-.#G$QV%5:['RF[8) MD2S`:4M::7I5)@?'&\48=P(\$L)#($`ZWY,.T3P#P;X`P0JV7$#&64@&=RA M$1ZXA5,P=`I_6(,#>:#''>Q@!2*(X0CL``0<8N$.>4RB&,[P*E;%LB9:N@K$ MXFEAR=(WG/;%)6]:D2?S]>99+RT<9_^H!`=\(9>U5:G*-.6-7_\0TH!-9(,6 M^&C`*!:1@`0$H`+ M`I>B#3C*@KD("U/[B'T(@/I@@:9P!W]0`80)&[13`R`P@7XX@$2"AN>XA]\( M`&-JC#L)`'YHP:RP!IYZJY81JRF!BZS($3^"+R?K)N9[$L+[$JXPBR\#E;H0 MDUC9)O/!L&RRA%;0IR.``V(``@T`/<=@!\8(@0:HBT`9IO>*!&?P!U`P$`(` M`PS@@ALP`1$H@$(H@!KH@!%PI%<@AA58@7#X!RIH`5"*F('"JGO)D3#1%*H( M+=DJI5/!#9K!,HGIH\[8"N#PMHW(C=[_P`N/P,`P((%E&!;/$(!T6(-J:(50 MN`94L(5M`(4_4`-88!$(CI_J()7L(!,\`:B0P`$<("*,@!K,0`8.((?:(JLZHC, M>@OVP9_E$M<\2'=,)/J>#P4DJU@*0LLNY]4L0VOB@IG,SP^6(<+8`A7L((T ML(!6RT+&X`0)4(%U"`$JN(`+6#<.R03&H!LP`514`8B\(17((1B M:(=>4`1+((0]_WB!.5@$#U"&!@`!IUB.ZY$9SQ@6D;M$[JL5Q"!$""'"U@``<`OC^@W M?K`"&B`!1?.TB].5,>`"E]L0S_B'9O"'2E`$1E`,\[M!>Z"$'1B`1/H`*#@! M?W@"*Z"`.V@#HCN!"*"`#TB!>E2`>I2"#6B*0GF;41DEO5&9D4D?'GP;E`!":@1.7B#(ZB`2/A(Q@A'?7B``_\8@0R8 M0!G;B'S@AEH8@E_(%8V0D7H9C(_H-829",#2`1$0@GG))B"B,L]ZN!2*F;[Q M"B]!N.S8K&M;BWZTE`2M)X;,3J_"&XRX!S9@`62PE'H9@%1@!']P!E,(AS,@ MA$B(A!<0@@$X@#R(%*'@@1Q@)K!9'GPH@3^8M3'P!R:X`'Q@@`N0`%#H`C_` M`&$8!U3(@G1P`A&0@`$(@3$P*DH"B7IX`U!HJ=]QC95P!EV8!`8@`&<0AF%P M@T9@!T-X`$^8!3E@`D#P"0KX@@)X`!THB\F,P15B3E!QN"_!%-HXL=W_`B@Y^"2_8())*`,O*,_%T(`L MR""\<4\1^0=1X(4>Z`)86HQZR[LKBXV=P$`0^0)A\T`(@ MP`<-6`)CF)=^X($-8`P>&`"@2(!M/`!\>`1_\`!SD``GZ(`.<`$>P(`;>``" M<,P&"%(O](<4B)X;O<8%T`$X,$;^W%(U&X1:^(<[N8<+F(=^0`17^(9T\(5; M6(-N``<4.`$P*(`16`01T1T"*`\@>B^<@0)Z&++SB2V98:$=#"?7&CF5>8ZM M&)DN&:6M*,+_T1*7_UO(J(H019B:7/`#+^B#3KVO8/!#Y\@,O^"!"J"%<(B%$[`!9'`##C"`2X")'#"`'VB!1="#.-@#/?@" M'9B#,LB#U]4!,"B#(5@"9^P'@?40V8`$,;B4L/")?Z`#$GB$=9@%:.B$)C@! M90#`"("`#ZB`")@!"$`":%@"<`2"L`$1BQNXZW&.["``*#`VO4"MM##$'/^2 MR-L0#H=3,%OAB[K06^LP)?S1D3(I&Y>9L([XAVGH`R<@"BO0@!%%V@)8!AE8 M!17(`$>H`J+0JRI1A`BHQWJTQQ/XS0BR%@I*1R``6)*``1=0!`'5IE+)*A0" MD($Q"()F-(!U M.XL,*`$$,(`()CH'^&5KJ2C[P)8QR`$A\(=ZXX<*((.(>+BWF8M\\J:0&<@D MG"&80967>;ACG;ZV`I8PF8JL4AR/**8\B(%JJ"'?Z;H6>`8DX0T028486(ES M\(4QH`*/L%%#@LPP1I@H^(%Y*`8E0(2UP0<",+L#<-&QU&=^F!=_@($_;1C/ ML(<$*(,C&0E8R8Y_<(4/4(49(8!@X((1$`$>D($`N`%QN(1N2``5"(9"^`$` M8(`@D#O@69N7>XY/68(Z_QBRETL+0NV,DI'!D7O?+"$6&3*K+QO4E)F-TWI" M*].J*WF?SK`5#]@!0X"T+`@#04#:`R"#?VC-D*@W&3L3PKC,5@@#:F`&>$B& M7:@#?X`&=U`&-_"$K8V%$#@&:Y$(?9B#4,B&E8T=N@V)44K04J&5?XRR$]8; MXOBR3.E![4O")4REB%EAQD$5+U@$64BQZ\@7!@(10K&25LB#E=`"8T`'"SB2 MR%V>D5B;>]B$=MB`&F.&3[BN!3"".C"&V#2`#TC'`=L8+&`!E0";36D."3B# M?@.V7OL'!63]2/+G-BEE*K5KZL.IL:O,1BRZS))ZP%^I8 M`D&8JW[0`%)P!R$`PRP4A]AC$JJ6,4:YCG:(@GNX$QE4"PUX@L5H(H2Y!W\P M`@I0@-*PARL8!G10@<;N/\,N)5*#5%(Q:JI0$]L(L2<#*,)F6N9C5"XCY>NX MAR$``D"`+[(1A`7(AV),#IW)AV/P`<`Z!E<`@#7@`P>]D,U"A5J8D$>``1(% M!#C)`@?`!0(P!W2XA74(A6K@@VIXAR>H/228@+E(G!SAB'\0`EX+"Z+X!G_` MAC%*@`:(AK36AGH@A5T8!E?H@A@X,2F(`@!X@#X$-C[_HJRP<+D$\`9ARA&A M8*N(>SRICB&$A`U3HK:&C`Y'!0ZSB)Z#D*&FU2O7,`$SR!50NS)EXG!Q$8`-V``(R.6QG()OV((MJ+*U>)+8 M0!D,E*5@B24M64[E"-8$"`IK8QQJHQJG^E[^V3Z],1^0N`)@!] MN(`3,(#]>9N;*(%>6*[Z!-Z.6(DQD(`6?IA[J`8+L`0:8`570!F&Z(MU_8=N M.`$LS`9'V`<&T`&)&(!31XCM_VT.4!M974@%'\13&<<*,]E5-8D9FLTX#.,2 MCG\A+FF.[+`4M@'#O@%5*@'`2V;&MJ2ONF2+]/;KTC0-$G0 M*(LPUL`XO/$VH5;."Z$73.0';Q"",`B+SW:!-^A`*GB`>A`'/S`#$=@!5HCC M/)^&.BB$.R""1Q@$'%@"+F"":4B`,&@&=W`&8#@$7?#V!X@%`O"'=+B'`O`( MF`B`=*B!"_`!?X``^89ZF0H)7'"#\;#L?^`#?V`&;Q@`!6`"EDJ`_!Q+%O`' M5\B"1/^Z@E,#@]*P.DKBHX$B"WQ(A;_&OON%<0/ZC8"">D*1Q$L42".41(#0 MMZ\?OWO][N7CUV_?/7X.'2XD2)#?OH$*!^(#@$\?G`=`\MG[QV09)`S_3J), MJ7+E2G\_^C'QYZ_//I8V609(F?/FR0`YG5E!<,(>``!$7-GZ]6^?/GT+%>I3 MF._>/G[Z$":\9Y!?PGWY$G*MV*_?1J9D)8ZM6/5IOHT4R=I[2M#>0+'[!%3- MV#0?%##)`-C#1Q??@`X-V&#(%\!IPDY>!/P+E80,.G\^8-EYI8+&O"'M>/!) M]N22$)D,^N%@]V\&$C(#``@`C$I*`!Y3_!G)2+=ITX7Z)I7_N*=OHSV!_ZKY M2[0$@"E_!?01B&V/WP-_1/2-R/00TQ5A:![`@V$('D$Z`/` M&ABPX-X_28"S@CD\@:C2`!!`\X\_<4#A#S\ALMAB2F'1" M`#Z]"**!8/8,L$\5HF1P#P[]5)`#/@WL\4]L3!4GF*<[>NHI/B-84\<_^%#D M5+(_`CCD0TIRU9]_$UG4T$5-7O05LP7I>%]3@P&;99C[_"%"$__(68(X>=#A M(HCH%&3/!"K\XXN[]X+HRA!&>++`/@!4_]9-O4/+H@$@$_)^/S#"296+,%`44KX`\C/^_BC"P`#V+-*/A4` M88\&+>C30!879##```4,D%]4B0^GSPU,8+)8?Q!))-]#""E9U;(,1U01LB`3 M5!>`_7V=D.E)]F.Z5[ZE9?8^'4@@"'C\2$+.%SD\@"]+OZRHA@]NPJ&[\"K] MTDF0ZP-! M.%RONO%#0A&7,/3/#D50DU,+,I`GT&"3*`'`/[/D@@U3X`==B**/`A1%3530 MA3_*@(!:7&,!_!@!+_XQ``'P8P/>Z(<69@`>`4A@#LYP1*?&)*S_A7AE!,Y8 MRK=J8@-98*$0=YM:%/RACW]<@PDW$("INI`/&'C!'@\(`@EV4(8="*$)UE`% M#:*PB4<\(@#1XT(CT'Q<5LO6$*`-XCD``XA$`)B8M7 M#%(E^1S)*PV*2^JZ@KZF;.$,Z-I'&UIA!R.(8'@IP0<'W(``*@#@$/Z0DR"% M=X,RI"`5(\C2.U9`@#N@ZR)C3-T4?R46BH5.DT%Z"&^N-)&'B&\CZ%F04_C3 M'_1522"^R4B!%9CPA`"HL`\7K#`V^@@`%9+P"&'9_T,"C'C&*W11@,``ICQG^H<7$D"E MIO`C"D.H!!H*L8#73`<45B!&//@A'F1U8!\I&,,^&E"$?R1`!>N81Q>D\0Y] M#*`?-+A#`@!0`%F`81@3+@$`Q1""8;BSB M`&=83&"L(A8D+`"ED!X4Y6JU"$2 M:.@#'Q@0F"@$P@L,J`$&LH`!`##@@I,8!#XT``D[H",`L.D'(,[0"TVX(12_ M<$46^H&*+UQ##_^PV,8])$`-7<6F'Z7PQS3`PY`;(*$:F&"!VXICE?Q5J!\O MZ``*-=($?V"CG@>(C9KZ(0E_V,)E/Q,`#_8Q`0CP`P,Z`,\V!Z05R,RC%+<( M)#'\$8E^M($%#5A(8":'H"VVLC>CA.GHK+J1'0'H*@8BY4;0*)RTP+-T3?HN M>N]CEG^((0/;U0($,-T3JO4S0!W]TP@__"H84 M)("-8VD$O77IHDS+$BWTO963*/PJEC;6(/*"!;UN;>MTM-K6*5+$'@$@Q!'\ M<8.0Z:,<,IE#"G00!#VP@0-I\$81',&/+)SA1OP@0#Z^,88/^,,`#CC_@044 MP(15_&,7X=!%"LAPCP<$;R,"&(<"7N"/4-AC.AF(0QT\H80+>(HHJ[H+4ZQ! MCL60)P!,B$`[IM`&`23@`,49@$RLX2D!O*8&]\`"&OC1`#2`1R-AT@@_=*$" M4(0A&#KX!4B`887I>,ZU="'(BZ]JD8EL$R+AE0OE[A-3M"ALBPP2*7YJ&EXJ M_:,,$G#!CO[@!1=`&*FM1"$!&*-><#'H_L( MID`'\9&.)I9&JTPN=5X$UG0`I!6Q>B]U96G=0@13%'VP80?,(`I1`",>!A1` M!@LXP`@ZH`(,`"(/`'BT/X[%CP6\`(NKXX<__\HA'G'$@`0B(&Z[PGD#?ZB& M%"I2"`:P4`E5Z,IK8AR.>7@1A`)X#FV`V(4_E%!1R&C#'PSX1R*XP2J-2&`? M%*#)`W;`M:*D*3#_.,(=+G8'9.0O`4(HQNQ^%2[[*LMR*;V(5*)24E1:Y,,- M,A!\O/<>[R&$*=T+F>N(8P7U91O@-=3M``7B`/W:,`*U,,C3`%2]4-@9`H^ MW$-(U)V+S((/L($=@$<&M(`A9$+(:02$7$Q<6)Y:``OEQ,?J=!O&5(Z0I-3# MU!<\C=1;<-2I501ZN)L@Q,`EB`?IN9L]'``!`!WI!48QI`$^W(`5%`()[L,- MO``_P,:ER-X'7$(Q58!,)$`_=$$RZ$J*_`,!(!`!^,,EZ,,J3,`0E$"E^,S_ M"HZ+/F!`#W`"8*P2'FB!$"C"`MR,`8``#P`&/X2`$MC#,RE:$8!!/HS`Y"'`:H%37U7Q_!'/KP!(AC"@!"`#R3#)T!:W`&+0<`"W'U@BS1##-A`'O2# M_^`"(-@`]X3><%Q5ZIA176P,A.C(5:"0A"@$1T%(]+U55#3$)\F%]J3.;G@* M;&1*<<1#&<""1A!`1?U,&07+HC#_P3\@P3$@#]LP#[@TYB4 MD6^$A"\4`0&1QSUH@C]XPAT40-_10S_LXP4%`";<0>)(@#Y0P"'P4!#4`SEL M@RUL`2C4@!^8@3$H02]H89HM!`,4@25L1>75E.J\Q4),SWTPR2C=QU;:1;B< MQ5JD&#KN1RYB1/B\AU>`P2C(0\$HP1'0@@<@RS_L1$I`QDH$(`6^$.6,.$_28`_-,,_!!0%_$!.L$,. M]$$<#($.I,$FO$`5<,(FE``.P$99%,`0,-W%B*+F<`4\W2)"@%LWFH[$0-[X M=`PV&@E76`MF,BCC2$H` M'(,W/((*X*)YJ,5;K-I^;.B&F=2`]%^0T->BA*6!A"8H346R0,18D45ZZ`,3 MZ,'_,U@*J^!-YI''<0H$&S"!$/G`);#`%FP!*GB`"/@!`\A$&(R`!(1`%8C` M`41`&\@%A>QW#@$W1*GF&#/T1` M%+Q#'N``WF!BQ@"`"GA"$R@:">P!!$!`"E2``[!".RB#+$!!'\Q`&0S"!VA# MEN;#)O0"&Q7$*56,M(B;53A)X?6?7%P)Q0C)/DA1LY@/6JQ8*YV7M$2?/HB! M&_A``:Q(%>@"&&CG#'S#-$S#*ZS"-2##,RB`,R2##<2"+TC#,V!!E.FE/[Q/ M#2@`@@@"(@.&8P"UHX3V,P!QT M@#Y4P`;PP3;(03,D0RG$0C840R.8@A;TPB><@3F03.KDPB>XAX28Q0&6)3;2 M%UFHFJD!"WF0:4N)E>5LA:V1A?Z59ADY*'X0$!'$0Q/\R3_0`PF`@$Q8P!6P M`@OXP`\00Q@T`X`Y`P<\@A6(@O\RZ,%0H03:Z,,:R$0[S(,'+JQ-Z,,!6&H: M,,-2:(`0<$`Q5`AQ?,W78`H934GF+@C51>OS8$08N9)=?(R#>`]$',Q;`(FO M7`PDS`$R&`XF`L`!7``!M%;7((L_9$(_,,`*5(`./`(PL$($",(2>(),D(.N M.$`=W)!0E($8@C@$@>@4C+@W@EAX&;)@'+4[1EMWW%.1X,6-P#&K'.HC#R/L2#$`""I.4I M`<@`1_I,T/6#/VC"/VA`&?B#!?R`#B0!`NC`%-QNRQW!JBZ"._""`I3`'%@" M.S1"*21#"W`#'US#,6A#-*S!,!Q#%OC"'^QF!FH$(Y.K/ARG5_@`(P=`)/B# M)'7!.>.`"&#`"(Q`7XT`H/4O(D[`@&`)J;6EAF6*0$!"]JY%ZI94Y5D$:4H$ MA`1@R@Z)?3#3^8ZHLKS'U#&(ECY=%UT,NI@Q6XR1^SQ$;X`Q!P0#.4#0,$038\:V!T['FEHKFUA2SQ M1SB.CNG`U&ARJ$G-H)<2VZ),C$1P7>JF23\`@Q?`06"HCV!D`&'(9IHDCC_H MT006@18$@`R,0X%2`:$A@!6@@SA00`R<0C?X`Y3Y`P+XPQ7(=00@01_(-05, MI#^`@0-8P&YJ(6S@S0KJC]?\0P\(!MIT@@5(P2Z7@!$8P0Z``1@,01``P1`0 M@A4HPB.Q4"W%;AQTB?Z1GIT2Q4O".7I M!\7T])5<75K^2)!0B]=5A`KHP2```O_76*,F'@#TE!%@[*-`B$`@?$(RN,$= MGT0@,\$O``#WC`5+MW0`^$,.9`,V&$0!@(`\0$)%N.!3:-6X^?9P^!\2RV#J M7"7GI)$LE85[.ZCX8')=Y+-+$D(>P$$"%="MJ*%B;#)7I`&*-D`0?$`1<``$ M&($"Z$`?S(%,]($DZ``"M,`#% M/Q!!(%A"*@2"2L0#%E#`&L>LB,U(B)3E5(:#^/8BL]#_=;*M?"[%IK@Q.Q_?Z M=N>L17Z\5\1D2FU+"3^@P5\#Y^!'P.`;@%P/ODP00QU$P`DT`Q49M2XD6-'C_\`X)/D`].2?/W^/1'QYA^_?B_W]=NW3Y^^F/WR[7/) MC]])GB_[N@/D2 M!TF.%XPFG(``@\*)'E,B0#`00<&$"/Z^#/`HH)@?Q4VD'`T MSAX#?T+X"0!@#U__37TARVSRX4]!`'LA]>'K9X\ROI#X4&OH)D#`OS#^'B5) M0F`O@-&?)Q.X9^5>OP@G^MGXC M>O)ESJ`]O]\;ND^\]Y?$G<:L_#-\\8@3@]*47W,?@)CS8,';E2U6*%CGJ%EC M$CC"<>,53-HY@Y@Z5.CB(#Q$@0(+`S***(!\;"C$@GA0^LC##SV*2!!!!B$F M`Y34N2&*EJ"""2?PI'.I.O#VX:LW?;83K\47N2,J**Z`,DH[F:3;ZZ83`;!) M`'N4F\"?4F1PH0LN5N'!CV!LJ4>.6^0(!I%3R)FDFEHFH<&:E@JXH9$A_]9( M1K`JUC#%GT'$H$4!&DA`@9\$\OA!C7^6!$"``0@8X)\F1IG#'W_^.6````C` M[3-[AJL,-662_`<0?Z`0`Q=G[A&T4`$*'8"?5B@@+H8O\"%M)N(LJQ$U''>B MZ9YXT$!$2)M$.RJ]\7;J*JKN@CP*J7N0S0D[[9XZJ=70E/LN)V@'4.XGX8;3 MJ1\`\KG'H0#^$2^`<;T-P-M[P"6@ERXPP.@)33@XH9>,]FFBA"F0,0,B?$#L MUU^(]+'F'2/BJ$&?>V0@PY.6E(O(51IEDG':[9R2$2AD@3H.O)]F6NJHF&*R M^"J=?`7*M+WTF<&?9%H%(*3/4&L5MT?Q&52`"_^^V*$()/RYZPT'HA#LBA4. M88015GJI``P8$.FG`$#^\0>";TAK50`32-@'$3#08%2RRO:*^3,"6O[GBM#^ M:<4?*[PY((XB^EER`-8$R*>)'L9Y@)\[2/BG:@%08U*^J[#KI[=_D`FB@QMI M>E&HQWO22C0?G5(JXL*'(DJI;HL;P#OYB"S.J,IHXCBHB40/+G35D1HN2=R@ MK2PZ)JVA`H.#`L$EB@GHR&B>*=[)`%V:]/G7^(]BH@$7?U+@0;L!TM$BOL9? MLG:ZCX.+B*GX@M,6J2"C!3FHDY(K/"3J>LJGLNR6HW2F&E/V!Y;*J@UMN)HF MHXRRO>P9X`(6@&`'`0 M`'9LH`61F0P_YC`!>R`"!(L"E*!*4QK[F48T)HJGA2G@X!Y%8LI2'D>YCD6%4J() M3?=Z(BQBO;$XSGJ?C-;'#WP0Q3CQ$:-T@/(2-WJ'.NMKBOUL$@4SG.@?>#B" M*F`0R(<4(`;^^,`&_.&-4<"0D4W]!U%H``NC4D(T]]`$'Q:@%)UI*`?9,/`/_JP M@P#,RC0!.$8'@F.;?83B!*!=Z#^*H0<3*(64/_()4S0'URU^!XLT"2.S(N<3 M5.($NS`ISDE!6IPZ\FI7[],8Q]:JO_T=$1],^$4&,'*$.SS"`K+(R``XM8X_ MR",%*6"J4Q>9DT-P8P-*,`5E_O$)N`/;9#&?B&926E>U:J_`F`$0O@#'!R2`33\ M@U^+4@(5-/`"(U!C"V,H@S_&<8\#R,-ODS&%`H)!@3/4K!];F,(GF,"`!!2T MKR<#&_^N,8*IO*(3+%C"`@BUJ4_,31_^:(5D^.&"``AA#@^E"64"<(D'9&P? MI^B!>&3"KU:\@`?Y(#,,JCQ@3!E0J**M'ZFTO2`C#A>;$AUGD<]A$\&1 M)^;`_XR.5BI)HA$K.@?P&0$LH`@]2P,0GGR("5C``(]Q@Q;\P81CN",%K/`' M(NQ1`/_2[1^7H&P."=`/$\1`$T^X0SY,*[.:4&9N\<:'#.IQ#W^<8!=!*`0! M"C`9#!1A%#@X0;4F)0%]]``)$B$=#"FQ`'N$`2)T2$0(Z,&)?X""%EF`A!ZH MT%Z)-$MBX?ED^7HRI.FYA%8A_4ZTS,L3_(6,*=HY"7\)Q,X`0R'QE.Y-1JX\8POI&$!"2@``?*QC3IH M`@MQ(Q4^.B``&.R`-$D:SC\2T0IL&*`4LPB"-X)@`A0@#.K-&_PA#BB*)NPC M6[@K?<+H)T0#'Z@KB;;'/-)'/+2-9&2G*3*&5K;")T3C.T3)*82#DPQGK&#D M/5`#``@!!1(`)`0,8P1^H@0>"`0*T8`NZ M(`7V(!#(@!\8H!B(C%*B(`F<0!(\@!\BA0OB(!RJH!U6X31((]YH;").YA\B MX1_4``YDP1_*(`L(`%(,19G`H0"P3Q]X0!]>@`)>:'^*1Q[\0`ZVX1*DH0.H MP`EPX!NB`1:0(1J.00JL)"+S4FTT M'*=ZO@,GZ.?4K#`^!*RD$1\,`&.L"-4.;/-LX>LJ`( M'`$$J$`?5B$%`"`!HF9.H"$P7D`15.$#HJ`$FB$?$@`:B$P%`N$4`H`UH,$+ M<&`?NN`+8F`0\J%0K`;[ZJ\R^LH><@`%]@$.W,0;`,!1/.<8P&`.@B`?6*,` M]$%7I"`(^@=P/N,?F.$.AJ`%O,`:VH`-,@$+V$`)"F$%:N`?JF^X.BDFKHN[ M(-):3.U[?"1]J'%8-*QUA,1%*L8I-*EQ8B3UA!)J@',I`!O#!!8S@'^1`&A:E&\(E`NA!.4*@"5@@&>XA`=HA``Z`!+RF M6J*&#?1A"[[@!!CE_/!A;F`F+%EH+UC@%NY!#$HQ%PH@`0#@'J@@!;A@"UA@ M&Z0LXKK@'B"@`NZ'C@2@`#+@`1X`$6K`!51``XH`!5```Z;A%/XA!59A6;)% M.H#"(;!]Z011R``>(E'HTL#N: M%([VPCVX$"8832.Z(`5 M:``$5B`7N(#OWA1$O(44>(%.+\,-\H`%I,'/[`@CNT=@(T8$FQ,F3^>CY+6L MH(5;$BVM=F*ALL=:VK1=:X0?D,H5E,*-_@$)7L`3:"*O(L]E\.$"I$`/0*`U M"B`._L$/.B`%Y&<+#,$?!&$>7*'>+"`+[&$!X*`34,!O0O6O],$/YB$#DH`1 M3J`^'B4DXE9FT$D]5<$3]($7P@`2!.$"6L,?E"!N>Q`"^(%-N;5G:L8V+H,T M"F"=4.\?B*#9#D`V80`4SNG3'K,HL`TGHJ-CKH-D@N4DI*-('5.E$/\5B3CL M\63I6HHC.8^3SA6NQ!!.:`'?SA$\+`#3X@%39@#BS` M'[#!%Z(!#.*A&[KA!T+`'T!A'P2`$>;35O(!KHIG"J(A",2`4224-=#I;T+" M95R&$[#@'V#!"R0!#Q)`)_6`"_;!M"3@!0QF'SH@:B@@5&"F9E(16NCH'P9A MB9QF%OZA!T8!(KQC2KFG6+:QZ[@HK5YD?![_M0,UC,0J1L2T5Y02M3I\!>Q" MUXJ:4Q&XX`:4J`H480EB(&(?8@"0+SXR0`\Z!'D_1!\*0!F:P!\2H#A`P0/: M@1`@@DA",'T'P&30+]$\T<-FJ7R?$ZQ6"O2$(P))"@+=*&?=<"_Z808@8!3H MZ,6@H!#"00!"@TW3COL88`^,P0(,(@%\02>B1@$.@0?H805RH!E<(0G>P`>V M85M&KM\616H6!0(VP!/\@040@%$(0#+0"84")V;"!@=8PAD<``'R0!\"XQ\& M(`%(8U#RP1_PF*.-HHC MYB@6JG"Z0W.I[AM9_ZTZQZ=AJ&([ZME(-W+;BN+,(E"U]@$2R("V_D$3XN$, MW``!,B(!MN"+#"?"#@*.XQ@4\<`?D('(>LH,8J`!%D!@50UTG?,YC40Y>\DX M9"4'#Z;4M*4Y@^R$3@,`,>(4XVF`)AB%216]^[0$'.(`/ MQ@`#3L-E?I(1AJ`,D@`)6`$2C*`)EL`))&(H+N2KSTGK="-J(*`?XBV=6B9P M1)A)[.$"]""&*(`#/L$<(J&W4.@R"F4!K`$*#F`?F*`%1B.$E_%K#.H.^I@` MRN%'N0`IGNW;A,)R9MI[M&7LM"@^T*-;]B(GO'^[GVU2GD2?#?I+#C62Z5J"3(MGJ.(PD MT<9J`QR`#%80(UH@#3Y!)NLC]/:"`3P@%1@!`R3C,EP&!S!@T/1!6I4H!'3@ M"F;@!1;A"LH`!(#``ZP!!(#A"(B@#8S!&'[@&\9S4N3+--B54EX&``+@"?Z! M%Q"``N[B&IJA&=:`$JK!%T)A&4X!'&[!]O*A"(R@1EX8A>I(5M#I'Q+/)@[` M&?YA!K:@@,&(04J8`(D(0DP`KB1)Q^0P`8FP`LBY1_0 M005B(!IH.J0XZ:1"AC@\"EM"+SA(PXW:>Y[#<`-;C7@VLSE93]"YHA`.81=> M)2:`P`MPP1/WA^MJH@"&(`K&P()$`X6)=5?=7]00=4G3PAH&5& MA3784+[^*@"^H1]WOH0]JNKEC4HTTM3">>13F5 M8W)FQ+W20!W$]!]ZH0KP_X`>&.4A^`5<9N(?OLC-/T*EL$$5+``+3H0?'@`7 M'+;2S@C1W#L[/+%Q0(E((\TQM7PSA12[;ZQ5[N?RD&/I'/0:[`\UK@`! M;"`YUBIFC+4-?(`97M!2KOE%`4=N_8>VL@`#,J`#?+X&:@`4:!0?'.X8=!0# M7L`?.F`+7"`+U(`+@![H74`"3$`&,$`$1F`$`B`!-$"&N`$B+A!=Q*4WB*): M@L`(+L-J)L/1=3@`B(%T&."C(8`,M"(H*$-1,][K-K);<`*6,$DY7BPI>@)U MQ@."K<6.DL/<0N8]!'4TBD**2Y=TN&H[\>$1;"%WP=P1RL$!9C,4SN`)3`45 M!/\!7`2^(Y01&3C#`E#@1C2A&H+@O`)6LK^G73LL>S\IU2H=9[\7.N55U51( M.@H?9$8G'R:+$CZ84GX`HNE(\J'E,PI`"(CA"JA@0@O='AP%<.H#`&[A%O8I M^SQY)@6`'];!'VZ!2+P@")X`!$A@">+``J2`$?0`"][@#7*@"(0@#G9@"#KA M%]0!()CY8S5`@```^>P5!&`/@#X`^/`)Z,=HPCU]^O#9RQCQH0![$O]QD+CO MP+E_$VP%P*RF3W\Q\-V?>?'E3W[Y]+^_9Y(G2*5"O@X+_U>#WSU.@,YTB_)L[ M-\*)".#^C?'7CZ[?OX`#"Q[L5Y^I1:K\7?JG[Q^4;2D2@OU)].QDJE_[8:R* M=":^?3:I9@QKE2MHT4VSSLQ:575.FU^U:LZ'Q$&TB`!D^IB6RMZ^C1HA1J0* M`-@;$UQ:-FPH',"``0H!N('VCR6`@P.N^Q:@[Y:_907LV?M1A4X:%J$,:?(@ M"$ZC:4=PX:+$:H26;3OQ`U11L4\54TU@OG<8492]A-)MF7F7D MU5=`:0;59S/Y]%E0H=GTV51?__DTDV;`!(-#/O\0H4@JLQC@%P#*S.6/`''`_O\8PDP1,Q2+5T$ M^&)E%/]LY.7-./NU#Q5Z+.//$`?8PP\C+EC#&$\LJ0*,#QQ(TD842GAS""5% M@IP1H3?J&%:@6UE5HEF4IU#K'@$X@P<>H($&/"`!!PC` M`!J@@9=(!"/YN$(:#)"WO%'2DO[8_\$*%N&/%.1-`1&(P#;^88%?W&,I;7K* M4TYSO[#<`W0IQ,D]0J2ET!@I?S_!B6JR(A:=7"1>@FE5CWAHDU=>Q$C]^LS" M0I,T%*QC+NWXQ!F&,-(`IJ_M7+F(@%7?GPGE=J1*(7"2I/?6H*9F#R M+9:`)5[L`FA$XV7,,"9E\'B$`@R1%7?^HPPV8,(XYK`6 M>PAB%(Y0AB2B8@A'&`("W=A(2_KRB1UDP%5'F2=N(O(#?\S2$_YP0"7SY@`# M(&"IE@Q!4O_Y\(Y*?$(6Y7#'-*[Q##=4@EZ`G"@LL?"+HVDF1S1A2DS$&)H; MVJ0H5_E71&Z2T->HIA_HRMYG\(&2%DS`;U]H@04L0(:59.\K*LQ>CV)$$Z0(62(T8)S"L$XXH_,:*3KZCHK*RQGY#2%YJJ<&$'-HI(/*ER"#+_!!W3VX810@V;H@PW_ M*`8I+A`'5"RC#*0X2DM4UH0+/"@V>528/A1AU'Z(@P/D``?2OJ/ M6_"`*_I%*_[T"15^&+K;FK&'(X2A`28]81IV2`0"=)8`:<`#!"M01Z[-;.9\ MJ.,-_MB`$;Y"A3&H@Q(?M1T(&OFCEQP@!F<`TDYPW#`7]9*A)U*H^=+*I_,Q M;"CZAIA10.?BG>KC%Q@8]STH\8&53$PJ"BS`'22@CSI]P1;ZV(4_@,"/!7`C M@T&8P1;X\0Y_1./6T&G,)ZX@@U."1401R@P(C&JZ(FV&*04"20(6X)L\--M9 M&A$`4`@`O3D+%?]:`9B`.@(P3]&$+2M;@6M,B**5Q4,Y,UOC2H_"`C'#GVA( M9\C@QU*V#0E8ZVHORA''A@0;G4#:L8HPPP/8(HHCU($7U=3''?)&@A[X(QN- MH3AI^S&"/CC``1'@!P`0<8)36()5O]%'$QH@%9N`!`S3F$U2'N^U'A)L)P,K MT6B8&>E9.N5(J6PAN'-DW$3=B"5>64<&-H./`-2C"#54'T>@E8!7+:P(H/B' M?J10@`18H3H4,`$<\`_B(`6^\!$1\@]U0`(2X!4?DA6&\BI4D1A*$3%N!VR( M,P`%@!$VT&S24B#=%@GR)A[;D3H!8`';X&Q@47BJA&Z)0C#J1AD.LQ'_HK$: MY49^$0,6-.%M1_`/AQ(67&`&\D9Y#+58(%-R*B1E&K$):M`%;%$%9R`*HA![ M8S`*]/(/#\`&*:-[H]5#CY`&>5,=`;`)3S`'":`<0/$&730H6O$/D(`-'8$H MY09H\$(36Z$3ZD9#O(4_N90QQ"$C$7-M;S443.$P/*9"NM0/ZI`!W58^6[`! MU1%0("$5!Z$V`(C.%S,(0C.C@P M.R8P@%04/.)HC<4H-V)Z0!%0Q!46?G@,&?17("F,%3Q2D51&KD$/Z51C4>R>!<) M:'NB3U&!#W*``M\C$?E@`M6B4\EW5@5!@C[&",@0!_^0`/;``2U0"RG@`1B1 M`9`P"OZ0#.'R*O^0#5[0`+7X+0W3@BPABRO1$A!A$]EQ;4O!$+)B#_2@`&'3 M*I!6`'1@5LBDD5=@"Z#3$ML`X5X`]U\@_PH"#B<$K[("MC,`=$T`M+D`EG<`B4Q`XW@1,>$QJ. M!QN'9H,"PQ,L80T@``HB,@*?T`;68`+](`#\<`:DX`"&\"),\0\R)0/?(B,W@HU:8@_5 M(!?3]1!"I4H1T1`:02W'J!7>!AH#L!C(A2=A`0(J83$.Y5`6XT+8TTOP`CJ` M=H>0)R@7F6XP5HZPX9[5`8M\I08B4)(XB!D1LU"+R9P^H@CLQ21X4`5VH`S_ MU00`'`!(/J$RGAE.2H$!VR!5Y"!O"U`&)$`(FYE+[!(809(]*Y)+O(49*C)+ M_E:1VIF8'.,C.)1\F9%*%FAZ1%&!,"$RR'4#35`*=E`'L=`(GX``$5`"E80$ M$:!4?<`$ M45`$2R`"!%,^@"0`'2`#&9`!`9`%3I`"`J`!#$``#'``L[,+&S@1T8Z?8P3689RQF2 M^J85F_$$@M$!-1!0\W.'.M@CN'E6-:(C]K`$?F`"_UF6"E70"M7T#_X0"07Y M`+)0`6R1HPS4(0)0"X/@#_H"$E$`#(-P2L.11S5V5K?D,.5#>41!0R"`)?T66_S`0B``&\3`A4+595T2?[` ML1Z;-S1`9+!@"K-@"N20#9X`!9:`"*@`"DZ``QS`"&@0!'WP#6ID`$+``BO@ M`TW@`TJ@"VD`!)"0!MY0",;0"X6P!$L@"F+`2=4`#[2`#7S@!/(&3+)ZG=99 MG?]0!&:0*';"/E+QI04;)%,A)+E$&A]S9W:XF*9QC;,$!G!P#M-0#K0`!Z=` M"HE0D`R:4%0Q'*LAB1C:9/\IR:(FP%=O(02$4$W[@`B10`$P8`!V,`FYIZXY MTQ>OH`T5@`V,\0^=P`PZH`'`UB9:TJ`<6I)`@A$&@X=B83\#LQ7?PU@Z`A:+ MYC$V@`);P`5=T`5^,`IJ8`NC M,`]_X`>I(`AVT`L-8"2K9"(*ZS4C^5MHU:4D8FXQ M`A7_B29^II`)K_8/X*`.2,`%318K]F,=BX)"`Q.< MC4:$?F:V_@9HU`BE1B(D5J%BC083J(K"MYDH.HE63R$B0&_I0`ZB` M!CF5$7KG(Q\RRR$R>?A3%)%6(OV4SEUZ$=SSI0&U>!U3&FY%L/@&$W8I&LLX MQD5RQF%4)'$7+=:1:?J@;/,D'@YR.L$A*T%E;"HF*WLUB9^&#S>@!Q!@"-PQ MB3$R)!4#T=$6&[=CHE'!/LQ9G`PB*S&RPE]CMFH%I7ZV:#SQ%`N5AP"-G,UU MHH#HF//T:V%1%38(%$]&%<^V$8,P"BKQ#VY`"*E@"N':`VYP`#Z1"*)XS3FS M#XH0`DS@#[MP%-7`"9K0?&83N/WB2IWQFX(I$T)STG)8SS)Q#P0@TRS\812: M?1B:/5[#L(TGEQ;3:*CK=I/A&_\DB!$%)9L^'ALZP,8>5,6/2:#_8."B-ACX1 M$R(`:S5(49RT:B3W,XPB(C0KA&_[D!9*_`^90`]:(`YR01?]0`ORQLOYA]4X MHP_*P`31E"443XT?:!43ODV<03T5_89X M%ZZ7@*)*M92<$HG92D%#//9GZ7.-,Q842@KGMGS2QL5#:\4C:F6$[78::T72 M6N-(%UD]M,.>+5U2^$`,9F`"3-(+;D`$X^!1?@$!G$``ZD(-8P!,1^Y`$J`# MI^`/.2!\&K(,1B,T8%//&95"_8:')2+F-9%XE(><<5T9Q52\_Q1Z?:R-6#`< M[6;32Y$6>G$UCN5(WA2S*`"V/AU14LEW(%>!($)<%28**(\FDM&>SL:LF]W- M$HLG&S""\'8Y5QC<6%+K/K>+%MH?<-8^/M)P&%?F)>Y?S-8@QETWV2 MNV,S)`VE0:RQ#X]@#C6@+IE`"*)@#I!(%_N0`?#@!1M@`7A`"EO8ZUU"#980 MAK&2"HY`!QUP%9E6X0T;0VA+\*;'ST>B%1S)/6,Q4(B2O+.ATX'F2&/#PE)V M/RAL%LAEA_FS/JLT`*]R.-<&@M>8,7,E(ZLDEX%6!G:W4(\-N`6[5H38Y3A3XT%(_]'`AMC8S[N?=\'3GX@,=0`0_A0=AFO M&QLLL0G;(`,I$PBO<`(SX&5ST4,[:0MR4,HS3_.#$0!DL`)88`"!#`@_8`Y\ MP!C>ANG$>=:]57/`B3V2/>D5*7EKCV,K'FXP)^V2ZF?NO"X@;:5"*E>HW5(2YRR,U M2*)WLAITE#75T_0Z@IL6&.ZP7?2/Y?6CS4)1!A#X].TCN(^?O8']^NWK9X^@ M/46V).C[AT?3(28(_FW\QX]A@(WW^"GD6-+D290I5:+DEV7'*R,2^N$[A:4& MMW\`]ND\R'#_X+Y\`/B-5*@0*,-[^T3RR]>4*;][^9A*S1=U8;^A_9HVQ3I4 MJM)[6+GV6ZHO@%2F^_39TZHPWSZ'^OCIPS=27[Y^E3N9X5#`'H=Z5#O4JF)[>$Z=E_&!1T3U&K8,=ZK'J5>%4L0']Z""D.K54LWME2!.OO6-IV7 MNCX`=:'(X0'R"#1+-ORM)%_>_'F.%*V\6H+3\"-TJNSAPZ*:\<=-13Q0\D^ M'*@J#E/C;:=]'K$%E7[^226/37+)!#T^^T2/HDB02,*1AOX)9!8@#EC,J/I, M2ZA#M[(:2K(B.US*S:BH(I(I_QB[TDW8WC)20\S8G"Q'S+"ZK:OAJ!H-(0)1 MZY"@PQP2"##<7NQ,P^#X&JT`T38D#K6$MIS)-Q5+BW*SS>H#<"\5)14+JP,` M.),XYXKR*S?F0HLXAE!;++%N"_^B2ZVZSIV+*,$86ZLTASPQHX,Z M4XFB%T(B\?-?@$^2"X4T_`EB@7W^H8:$(6R!D5:YUO(HQ6GWXNT_U)0J[:C* M9A/M-:@T;NPMZE2\D+AW-V,.4L]R%`W`IMB*-MIM#:(UOS,]FN](^@PSS2.? MUXRWJ*3"TB>JP^XRRB=:;\W*J:_J,Z@JJHCV*,F%!.H-+F\QNQ!#WWZ#;:^F MB'1J2N'>LDJPX^BU)\>N&+MUZ]%H5>B>Y0R#+!YA4"`2F1S5@`L'N+X# M@IBB#PE"0R$)*SI93%WJ=((8M[U^$J[("*<6S4L(L2KRJ;D,$BY53D4]G53[ M+CLZ;;%DW&Q3DX/_JY*V@0+P3RK3%)O[W`%^2N@R5>L"BG3+8#L5V8E'G)6H MKWCWZ_.F.O,R55.#RZ>N$8'ND*C=96.UJ*:<;K#*;#M=2R"YJ@?L7-9W?+MN MAA#2)Q-AG*@SG!R.2`03PP603XDIQ!X08(A_]",#4^A$&[QW+M.("#GZ*(!? M+"8IJQ2I(QB:S&0XQYH$N<4^P('*7`+TN3`Q9T=3PLL*+_.6L1DE1P5AC$,8 M0" MKD6M)CG0&E!N,'@Q"HDP8LFB%?E*M1\U%B=E!$/M'0!1^I$,<-_Q+6 MB2)$@A;3$&`?R_.13<##'R'@09WJ((,>Y*0YO-K82.B3FS?%*"T(HEH`^,.F MK&SH>'_9T7"$I3(8-B1X1R/2A.YAO-KAIG6>@U>O!'"NOJ"L04%*3&V^LB(E MSD<`.DF(#3/WH9LU24L[RV03/W5+HU2',5U"9HVN1\5C%44O_7E>]783H,;8 MYWFM@Y9>NJ238"4H2#)DT"V#V!>=%*$:&*C3&59P!!H0P8_S3,EE-E$#?U#` M#!0A`PXV\0^)"2\A90*,C7B'EZ+5[2Q7$PU77@:N:=&&*.6:&NF>-K(PM>8W M]%,3\3[$*6@])BYO&I":!$.8BXGD43RZ(JV8TO\`+VGH;?=HGPFG`Z#N#6M: MNRMIQD`G$I!-A9F,`=#,'/2LJ!"/338;5QBG$RF++1(L:HE+EQR$%,LP!7%&&J!0!L7,R[!M!96<%P30PR2&B/%Y93Q0ZJH,,K%1M4K')JM$-?&A^G M%A(@KU0J(ZY2AI'&I1R1X36KTM01B(Z$<`UA&$$O@#)VE-*TT! M@(U,3$$*7IC)/[(AAQK_!``R-IL,?3BD1%9E280U2A(S@T2AJ9PJLK:T2_N0 MVY^4E6TT/ONH?C1#TVB-IH-NX0UTFO-$`:S*8LO!3T/0-1/W9FTSZV+.Y/(B M->/U+I171%&)S!(6"5U/)`8!ZJ84G,;3704O'H:;ZHJY&FA!,#]W8:X2GZ@7 MX_"F1[YU3*-B!"-\3($271C(*D`@"%T8@;MI#0!!FL$&MQ+#(_\P1A:Z$0`Y MIO&HJR$97HNJ-0*54,7,>IE39).;EUWE.*Q<,-7`1"8>V<5,YOP>I!S[E,+0 M<"8/.PTJ?4*7Q%R.>TBL"G/8)>BD34E#1,58<%EHTR(LV<_(\X$,/E[@"SG(A0MSD`44*##E[L[' M"QSP1PL4DX\H)$`4`&6*SW1BJ\?\UCFN9I?W&C2<+1$/>AB:W66^Z9\57P4H M7]I*?_EB%2D9R*!>QL-`7T8WP+D5 M5X/$!4)]+4 MXF+#1R[-;DH9#J)G@M*PS[*6\!IG9!#R2D+,@P="L<4F5#=`(>"!N]=K&_O$U6'@IR8(!Y+,/8SSKJZB"5#*3@ MOP1V+&2Y4E4T:CJN`,4P-@K3<0ZRKI3CXY5K00C0UL_2N*.1@INTHAJ_TJ@U M3Z@&$QB*>H"$%/`'>A"]T0O_`%P@MBT(BV"P`"(@A(0`G^,"@$W;D=LJD],` M)HJB(4=J'\H"&8>#/_OPEJ,HL*I8%-^0$>@K-[+0G?B;HJY3CA89'VV[NZ31 M$B6"BQ;)(5'!0:K(/],!@)33*1GJG@TSP5V!"TF1MZC(%`8)HL,`BH?YF%ZY MH&+9F');$UQA%IJ:FNN@"P\$D"5JG^QP,_N1(WN`@E]`@:;8@D#8`'\P!0FD MISI)`RCPAU``J!M@A&-0A-OYB5N!%CFJ0PN+$+ M+@";.`)+C6LI&ZI!H;Y0&]WH&*M[&A%!H@8!BDW$/B[LK"@!$QA:I,*8Q=*R M'2.D_YC&BXUU:11,JY3?FHU`ZY:K$CM3>XB9T!;=F*'?$@@!H:H.@K'&JIEE M?`R[F`M\&`!\$()O&`>1L(5>.`%_$((_G"?2*X-C4(!/`+-_4`85^(*ID:R\ MR`X;RA;_RR&]P(I%X0S_^L'1I;O.4%YL1YD.:/``I!-:YWM$9+^@XOY<,C@XQ@.,K6U:(XM49T)(2&R M<0PLH;&SX9`K22-:F0]=216*;"54*9 M$<(2,=YTH=8N`,=H`!AF!@S<`>4@9C)"HQM]$$N`@XTNO\AZS",GR,+K]$F M:"$>$5P4M3"::>I'81F+PH,9&8.4&-J*S%"*SGB7*8H_O*H-^)&C5+R8:TG+ MV-ND%'D7V,B0,%DQN4D-R/HZCP*P&'G(&4NU!Y,7;XF+I*N,QQ`[80(C-0&2 MNJ*^&'20(X08(QR"8^""JC`#5H`!?V@%JIRG4>@!6/`'90"H?\`"%P`HC"$+ MA;0\&T)"(&JL$OJ*9-$FU)I+$JJ,,:*WVPLIY:$LK]`=_T@+5PD7BARAK0B- MMCA/#TPF;6I&?3@`XQ,`ZR,`>Y".F%(1^3P,87JNWMG"A#0AGT@X23,>[Z-( MJ,F2R_$9-[LK>?L9NH@+TH`\&_'_C:7(#!&(3`!\L)HI1+@CO\ MAWN0@S*8`']8@]WTHPOX@D3PAS:8/QA`@7]@FK=\B/G(O_[K"=VH,*XHEH/* MF1JA2>B[+ZG)O8^RMHD"R<:HD2AG,;``A18A[`0@6D``W_(AA3M(WU@!5SPAQD`A;K( M`4,()5%;.Z'@1PVCF0\SEI("G],0%MZ;E:[Y#QC3RW>I%$"3$"0*"X2C+/X@ MG9!43`^J_QO;,+,#;`Y&X;C=P,7Q\QD:&IYE\LBH@13##+(+T$G*T[8KL2H8 M,3Z+FT-]V*6CC*4Q"B/HM+84098WE)'.I,2_R#]>PH<\Z15P1T& MF2B6>0KV<30:,5"5*:I6%,KYM"R_2B)M89NPO*IF*0J'$Z@<3KL$+.SXY5C MQ0I>TH%U^`4B\8,]R`5_F`!Z%:`LF(,-R`$E6(QHF`!?F%%80_]+BNJ]ENRD MXZK'BD,9R6Q+%;J+T%0:0A7*6FDB1WI$'42.\!2*KDBJ3>++;9J6CKFA"-J- M_B@7T>RE0S..F9V<'"+9:1*J*3$7WDB2S``?53,SDKHAOV.7".H@CW,>^GB; MHPD32Q.152,-,:&W#J68%)$_"P-6#F6+;*T-)O@#=?B'`%"'(``&?\B!K#6< M`!@`'^B!)6@!FNH`&*@"@/JDE'$6^2N(#0T9BO*II?F/(ZH.U5(2H7P(7R0R M27S.Z'F>G1PW`>,'_D!-PFVN\U27%"&,TEE$%_DP2,&VYABI-%DXQ1S:'Y*, MX\DD\IN+"+NPKTFLCNM"0DU-]@F_'*K_K#2#QMQX0C9*V])]0O!)#OA)#NO( MCGT@`6G8W7^0@RCX`@.`@.$M')``A#IPJP"PAWO0!0]X`!OJJ'R,NS/YNQ4: M->P3D0'5)+&;/S6RN\BB#!Z"EDQ!J+;`&ULZ&[`8B21VMR01D!;ZBQC46)JT MAP>0*&X%LERDM0;FGL=P3>QH1H#4#08#-$P*DN9[&5O2%A51*5=9C-$BIF/5 M&[_`8%-E%)(Q*2"2B]%BXS#+&@(S0L7(OUJ*C8&-][1J1K-[LI5N)`I6;LK'^[K\3P M".E0Q0.!XG)U_PVW1-.^@N*GN:V(XS'+215"O8&,>9`768A8;"U$BXRI*[ID M8B_P!),6:;.JR45Q^IZ(F2;B*Z47Z1DG9)?:=2-:VY4H.:.)[+_I2(@GE*,0 MFUE$FQ^J:B&65(L@^(-;F-$_`((9H(`OJ.2`(9((0``AH`2``H!G4`(W&A&1 MV,5$8YI%.(=+\P,B&ET1X] M/5N2Q0PG.K8B8A7^PP_HI$@D`@KW@@U7J(&K0,,EV M`5KJ8,HT;,!G(*JQ6P9'(._.P@U<5/0/4P6D.YQ;"'72(M()H< MY_$0`F$($+`%/]"*4W`$W!1>LP:8-A@&!-""@_B'5=@! MQ:LWV]T+R'V(Q@VU0_N^DRLUB9TH@Q67U8;%(.*,T#(BG[IRII#SN!IZ)?NU4PLO%YY(QDE[N"PF63,A"MBBU1=" M*%%I1CCFH.-D(7U@`(*ZC"52:2>ID!:SJ"Q\'1P[V-2Q&+/QXJPPLJ)XDB,* MKJJPI"G&"_[X#["SCF2Y:KC!,/9YD3![D>QP(_PN]#G4$A9SYB'#AUL5B!U0 M!S^`BC^P!EWPAQ5P\7]1!$*@APBPA+58`A,8@RICK\Y]/@&07"(*PT$1`^5XL\$(PVV;"_\ MECBJX_DT4VW^H)UM(AN!L`<"6"3O^Q%K^I#';`H['^,&$?1'J^:X"=?Z`/^" M8!@%LEB')'B!.\`"@N^3``"&:(B!%:`I%J`#'G`"]8JPN=&*O"P50'.1ZWVT M#,$/V[7H=`-8OG`[?E!9E"8K.G&4[9[2' M#O`6/==>5ML*SA&7:C\M7]=$T<[")D4_9WELNVG0 ME*/EEJRXYB@=]Y.**%J6JV*`$4AD"U.9W5:+%S`#/-P'4("`;/"'*5C[/GD% M9#""#0`H>LB$!Y"&?QB`!S`,(Q^?"+:HV=WJ!X;<]<+&:T2BQVY(CZI2U(4M M38J23?N<&@&(?/OZ\2/(;^`^?`?[">3GL)^^?OW_$-JCB`_?Q'L"!S+,5W`? M/WL3.WHD:-#CPY'\\N736%)@R94.\YD$*9/F07T8)>[3*=`@OWLN;^)LR9+E MOH$1#\ZO7@TO?OA3P4^$$4-0]JG=EP\J6JLL"SX&V<_K MQ(CX;))-"'&?@)X\&3J5B-,DQK,T07JTNI2A3<_46)UCV9]H/>*4R3,H M^7*,9<9/60@QID]/^*@RSC;W M[&."'BN4$@-@%5IX(89W>7*"/]7\8\\/GY"@@EB_(?C4;`[I(Q-Q!I7%DVUC MQ:208Z,AB%)FI#$%'6T%%<<4BY;UUUM+*]W3&Y&K$=G;@#I*5!8^]C"7$6T$ M)8513IE%U1]-Z1U5$T%'\DB;1C+YF%*11TTVFG,.<476BOWMAM!DK1G5XUE" M#0>23A=%:8]:.['68Y= M=GJ+'@[X4,`_Q3#B!24135AQAF1#*9HVV8JU MR?\:T4_#?3;0D86:1YF2.R957GD'M;;B8XC]^&5Y M9:9))YI?/K1>5,Z6%9%2CT'4G%=E.H;263,I:24_``#J;Y3,[2I;/V)]I!L^ ML>8#W\+,;?900;VYYHG3>0P3QSI"UC956U9T)930:Q1C8=Q9ICF/G\4$D=$42>GCEMIA-6 MV3D)P,\S[2,FO!'94RV8J^5#,:0]LYM;1!H5+B1!@"+_;1S=]$GI\%3V%+$% M-?\`(`X$TUR20\BA_S4RAM]*KB;9?S\:J"M:)LC%%]'L(:6;K MP75&)>;;12Z4YTM!5<<4CFN6F=V[>XKT7$.B44793$W16C-V/=769VC4DI/& M/`^@DE1A&*47O7F M7M/QB-,LTY*D/3$H4]J2_W9H)5Q!Y#1K9-MS'J*XL<''=^OYC*W60YN*?(0C M_YN(`*.RL'=)*3X8@8\21F")?\@`!3/`Q`]2(,)-WN4L&-+"+@S@CPKRXQ6U M6,!'_&,W)I%F2EI:2%4.M!,"N3)WH@%+:A"2/_[IQGL$.ESS?.2T,NG)CF9R M#%AT)#9\*64DD%J._S`3+`=6J8>G.=Z*Q#@[\@P):$K\RDV.9,":_*E?D7NF M/4IT,U>YQ!XU(UZ:$"7#*[VK-'&RU4BR8B7]4.LQ@,*-\E!$M\_8P1S<^$<- MNK`!;/_480Z@7RB,"VUZ?*]JE14-K,(E`AAWPX MP04ZP(4_=$!8$;(D0YQH@S]D"(!/^,`+/*@6+:V2N\R2!RRX>XKW;$FLIV2/ M5MGAC:O\DZ`($VAV9CQ)VHSDDKW5Q#^%,]H]B"7AWMPO)\_D9Q7#AD]LW6AI M3GJ;1E*#+Y[@2H7)$HH0^?&FGDZQ:]C%E;&B)$5!\D0WY`I:4RH[+1=D'D>0^[`H=WY:(&,`-0<4!(,?*!@%%NH0`RS,-X1;(9V%"A"+08A@8:OP MAQ9\D+OL-?50`ED*3,1I0U6AM5%5_T00C?CGM,K>F&F514BR)`R=?"Q-)%UJ MVD*\XIA\AV$&I;3AB./@]*JTK`6\Q9$35G,RD'J.F]%0(97[FH3 M:C1*5Y]&M-J=66`XG))(L^.(:JE!>'@L M54T%+%*RA_\`$`0`*P/RI[>]7@3%(B`9ZH0%L.##/\0Q`B`,H1MDUG;(\B&` M>V1H#Y.8PP@<90;]*>>$RB*L2%I38 M[$2!$#%2S5Y4R(S`UJG.$^,^V(JH7RLWRQ%+#HWI!R,^*>\G,F/(Y-0(%B*! MA@!:1'5NWBVDWV5FYVUC-0RQM3?*V,Z=_+IS0R:'9K M;H/BH?STX8UH+XT`G'A!*8P`]9"1!LT5*@(G)K"*D/QC%UM8Q'`B[]+IK>:V MOT.F?FQ),(C?JE&J7$B:WK9RKZCPU^#S=T]`2A.')5A:LIE=JC__KVI5_H@@ M`O#6GMI3UJ>HU20>H1&P9(5*E8V',4J(<1;>G43;C$7V$$MEP8;%^4]MZ!C- M+"!I2$^\917::<9Y%0#L#8`$-0:NS$^W&$O88$F[=8TW;,$P+`T7/,(>M`'H M#)^GY!&&.$)%A4(`J,XKX,,+?$B.X,Q4S-)C^$OZ"5CPW%;4L)_7@(2,<4:F MV4Z7!!S%+8Q,^,V.3%F2@@V]2)2@B1 M$1V/DAD1KMR+0;P/37`%&$%1VY2=@C#U'G)!>D8')K=!&:LS->:53.@T``0C`Z_DC``R`]LV2 M'II:03QB3^B!&QP4/@B`!_1!%4B!*';*Z^P#A@"`)/B#`QP#"*Y`)U"!AVS6 MB9@%%N[#%H`"Z343[00'@NT)<;#+'+U./Q&)N6C1\#@+,NF.G=6?<%`+IN6# M"(A`[4#5\WQCC_\8R_J%32)RQ`(B$U@4A4HH3U!9UB'ZA\)(($TX#=R4!%H5 M2)/]1ADMFR`>S+T\RY$PUA5JE8&('90DA#T,``CZR^L%2@$$R.#@D9&L6*!X M@2E@P[0M@"00A@5,)*?<%H8$P!,H@#^P@5B<0Q&@P!E,FW)HWW/]!Z`Q2>$H MT-8XRJK8AFDHA/K,S+NQ!&BJ6G&LD02R34+@TO;05C]X@AL$U7;0!E=85Q(= M'F92H^V\310V#\AUA6\L3)/IRQPA$KJAQ%FJ#]\LEW#\D2#1C,-I29?`FOY( M5QXE1UNJU52P7]#Y24.Z%:#,D-CYTLH5!%C)1Q[4@RE\"`&0@!;X0PO_$&:& ME(T^&-]?X,,_S``$.,"T_8,F>,(B/("!T!MX4!$H/K7(925!7/'(UNV)I,)E-)B1B0^":X;%./#)BK$,?'7<55-4K_X5Q]I-/O M$,=F*(0MA266[,,FV`$O;*(&L$`L!(+PR>=\1I2%J$XL1(`_)(`^_`,XT$`< MO,,+?0;B^4*.4-;DY='%91>/"!A2L[#(P!""7P"!?T#+PB#$:3*$/[9BZ"5 MHJ%(=@32#47A;/$*:/_6R.P44BW]UG#*RQO:CF08ZFG^Q/5%J7O03D(0H)"T MQ"QZ2^*E!>L]RFPM1\>AA9A,H#U!S,S0#JI)FE>81;OR(8ZHTC@"9W2\BKY( MT+#]T5'=1A-1'"WFW,Y9R9Q"59,YH5EH@0R4PPL=@`>$`Q3T`]1BU5J!+F#@$8G+PUAK+M;F102S[]38_.9FW@ M!FF4345(B;!`Q:M(K=\8"&9((=K`#D1NY\P8<=/,%[UD%]_,,;P,$;A(0OZLR=_4>[V,9EO=&0 MO$3(B5-DF.#T$6BGDE[-_.%PQ$]!_,VOY)-N_,:@C!TK88NW6,:4O,M]+)YV MW1J?Q0C`Q>UUF-V\1"F,+`18H1WK54],F&N5@%]1@M?0'JED]%2($8`XJ1I2 M2.5.6,E...^0EL4CU,%ZILP/F,(0#!;^$E;N[((41,,$_$"4\$,.C$(43!L? M+D7F8HE`.`BZ5=%(1)[`W%E&:"RW.G">3-$V+AL<98LS"I@A90;-],R^;&99 MS8NTA`1WP$@09O`C`9IG.`0^`D7D&1BZVNA2)!PX89F6&K3'*WDD%5IR()00"+6C./C@"+1C#%V0Q M807`/DS""=B"-<2!,.N#)&A#'6SB2!:'QR[/']40KNIP_4DO^Y3/>@3R%.70 MH9@P,PJ)A'&35UU?DKR3JM1([^C$1X#FL>T$H-T:`^T(=CYY06!6RG=G^YFIL$0S9BMLIQ:TY$YX-Y;[& M2"VM85>059.Z8]A4ACMU#>@6AY3P@B.\@N;P0Q4X@S\8@$D_%%>L007XPQ*L M`P%<`A?,P38,P0(('>\PM"$#K!KB&26*FFZ-A0DN#U?S5E#0250P`8L M]D/_N9,9*(,"P,`U3-L%?$$G@$'4P"V4^D?'$2P#C$0LX@Z0'9-SAAIO925/ M'?>P@47Q`DM5G2"\/&E34W)"V`?(A80JOA7SF!A4L&-GH=T^E=^S5/(9 M_F(-.>7J-IF\C"@L&VGK">*A>=0B0G)23\1F]:L>NK)XC$3"/`F[W!O5,(8$ MT1B@080$Z0X^R`,1-#-SJ`(GK$`)L#,4 MXL\&VPH;[P^0N393HHT>9O#*3>%J"T6*,8L>U<_/V5ZWY$-\;"-M/XQH@%5^ M$ZA,RI*?S)`$#6&[[3;V=I@E[UUJ2[4IMU)%L-W-B/=.#35-!N M4(O&M%1?:+U3U_BA&:*$:#@2=JGZ0%#,Z\Q"%=S!PO!#(2"#/WP`E6]295C# M$KS##`B#2'0`*OAE@)A4[9PA5!I/E1'(4L?H4"VUU2)G>H":VZC:,IV<(_N9 M%4%*&--8C$ZOPTWE%L&49[Q.QWH?3=2R(,/>(T>)OT10H'2"(`S"RF5" M*01"?.:Z".E$%+#".,3!$Z#5'23"XFTS1N`&4R3+99G),+H?0\#+9#C:$_EY MGJ)S:]A+<)I)J'VS.Q_;S&'7L?^49I$I!^=U["-N9T>%L;1*<(ZX'&CI$Y<4 M381=.(VJ(U)H:HCKG1X.]*DZDY,IV4H)78U(9>)I"\[8QX4@@>\@<:+4.Z(00100S&\0`3]`Q+\PCI,VV39._)\ZG_L M7$'HB0B+6*=ZQS9G&'>(41F5A/.Z(;*\ZR\]QUI,#K?@KL,Y.H93JVL,@``$ MBK;W"X*A6%S\]`B59DB1$D_V.]KS7E"-#B#OWV0-:%.+) MC!(7:MQW[V%3G$S))OSHM=]+F#-'$H3HU:0]N?9<6JP(DX!<4\8*];/W3Y"S M"1;^%39\&'%BQ8L9-W;\N/#,(2'@-&)0T9F'))7^O30)(&F_GTS')O1H-H#9 MDA+U!75MKR3"?@)'!@5YFNE`B?E,>ZS-+\##D@,%$M0M^J#-_XE,[4D$0'%M M`>PB!Q1\$(%N1Q19=3.P@?QQ(9)$%\+E'"U"^<.(D?L@0Q8YR MUL`''%+^@:BY!@E"""RRF-JH)B<]XHW`L7;2)P"%?O(.MGLU`#IK#J::)BJ(JK:D>N@Y\]+J)TV.8*I*KI.X2PDA"']ZZB>- MRAS.ION:0M0ADK(3Z::$]D,)ICP_$O^-K(JTLNZY?03X23DZ$WPJ-SI](X\K M`"S":"F3D&SN3+LL8DU4``2890EE_B$@`$_D&02+%XT]%EG#\/G''W_.^:"# M?0*H)`,]2K&J`SW\^<`?`PB!(81OW#*+J7L$HO+&@6B][LF([*3MR?FP$\U4 M^RSE[2@O\45.J7X`<#4`2FAQIY=&-(&CCEA>8J@FJS1:"*-$D?/KOCCK3`LF MNY(+2U38'.WO)X=--0TAKA#D-*&'WBMJ6<2R#.`DE26R49I MR^7:M>_SHK##T%6Y\F+OGG\",/UZGII``_+!\`4)BSA1X!\IC'% MGPC`GI]^P_(!`(IF`=E!@I-*V*("`0#`&E90`+D8)!^_8`2J@+(/UPR$;_R) M4N'L(YK>-,@@-TM+X=B%FY\,Y"1>8A!I2N-`T6CE.5R0PBA"!J$._Y1@*%;9 M4\:@`Q*IW(BY1H+`(2`"&.7:"#'<=TPA5[4`,,=6`' M-Y[@"5DTX@[JX0Y)QH0TM)1$``-@B7K"D@_9620M'`O32P10@#`*@"[]P$`, M$("`;1D@!08`Q/W4@\,>S@1-%!D`>F:2'@%PX@Y:R(<][I&-3FAB#_63)-CT M40E_;*`:&SB&/?*Q@3\0X69\*.##_L*#+PP'*3B93U(0<,.5@KR$@*$T4,:^4&,"2'&@"/2#.4D]9#5XI`%E.$?M"E<;ZZBR@GFYH%D*55+(&01.%*$)0!Z#GKPB3$(R02( MSH'.:#*P+J3F"A^#L$(U8[,/6XSB5>GI:J!\N#R9:,4NHJ%4;`JWLHJA*7S+ ML@,:MF>N[?T##`G_8)Y=?,+1[6`631S]5SNL487[Y2,3C;#!'%1:VQ?U@P=H MB($S5"0`$[QA'4:0`1U`(-J*8"D88_C'DS# M':=4AA7B]"UR!ZG!&U9QW.0\X@52B$$/'#"!#53``09@PQ08`0,(0"`$%>!` M"HPPAC3,`1*J2($0KL"(%[!`"$.X`@D.\8,T6,,+42#&)MI`#&\,PA&$4(05 MC`$%0ECA#,8X0S:JT`M,:.(5W,C&-.K0CEFX^!SN>(8?*"$!9V@C&8@0``,> MH`\O!6![G;"$4B;"#RI@8)86Y*E&5:*5O3XD8I]3#KV@(Y[E_<42@:A>_W,` M$(!#'(!-=!HC<)KT$NPTJB;9\,0=^-$<1\C#!F"U[9PA`X![!"()P6#!/U@2 M!5&,P0S-N((&VAD`R99340XR MS.(&67C"-8X!#`\P,<(HH&!!!1`>P(,1CUK2E1#NC(3*I3`#V&\ ME3Y4L8QF/.,2R4A$,I(!#5/(@A//H(`6K,$+.'`@",50AB9\H(170`,,,'B# M%"*P`G]$81$(`(88B&$%*'@A#3!H0P0-`A$>!A&$*! M#ERA&IHA$78A$2;!%8ZA&7:!$K2!%]:`&B;A$@"!&7B!&F0A%,"@%\0HFOI! M!T3A&GBA$<*A#J9!%@"!'L*A'#Z!$,(!"L[@%91A'!S!$:[A#XH!#P)`"_Y! M``+`$JBA`BH@ZHXP,8*B`_P!!KC`&OCD'G)!#A@!';S`SK(G>P0`"([D)AP' M>H")/3Z(TUJ#(_C%+SR&4.Y.)_[I5:SB[LR#H"ZB9(X*'[(`#4!A.P(@+08@ M_PV6*TO,Q;,$PDU000`6@#UN0`280P8:("&ZX!;,X!9:00UB801X@!8TX``: MH`!&``,DX!1,P`-\X`*XP!E4H`:<`!7]``?,P`QL87BVX0\,01SFX1U\0!8< M<`UHP0=XH14FBAU@`18J01/&``(R(0K.@1[:@0F@('G`HP!*H`?0P!^P(`;\ MX1"D0`^^``_\(08DH0D&P1]"P`*D(`DF(`5F0`J0H`E(X`MB(`A>0`=BH`@\ M@`1V@`9HH`@DP0-^H`WRX`I\8!!TP0IR01."@!H\A"ZXH@A2X1..(!5Z(1*. MX!.J0!XBH0HP@1XT`1#<(19*8?^:X1LH01U:81RF@?_/\($2,,$*B@4)6[(P M]H%9_($2]N`&!.`?)@$H9@DNI,PK""4[YJE!@J(^PB)U*L)<=B$$#$$@#$$.&L`>6('/U..8=H@E M=&4H0DB$&[,`1:``$.*#_-*$4<`$/1,$7T$$+ MW.`86N$7T$$CB'UJ`$N``"`\` M'PZ*``@`-/1F=E8)-Y##4A*T*F1CE^XB-'C")WBI3D[CAE1%4'Y"`%1`'`Q` M%ZC`'1Q`$@(A'-R@%9R!$\(JK!:)(-8$R.##@=K#*-+"!!@`'R[`(!I`!!*@ MF]K,)W;HK8",`!I"5I0.+;["5>`H4^`HC`Z`9TY+5]+2U##!"#I@%5R`Z#!` M!M#!#^JN0PY@`1C@`&XN`2HNC'3E3.=B.PCT.48%``I@)@@4+;>#3D]K`/+B M'U)A_PZ"`SG^P@A4X"ZB8WF@C#*95"X@PHP0"B8>(1S.0,[F$PGWH0/>X`VV M(0($:!_T@!>\("7(J:A2HK)&Z#TJJS7(93=`1X;F!&ENR9J$(T$J*&F(ZGLV ML1R`P!3HH!HD`0+F0`7:YY\&`AU,`?%H81NB(1VB@0Q(@0]\81U(X0_J01BD MP17D`!W,P!#681N.``*&P`K0X!>L(`92@`5X@!W<(1MLH1@D(`$6H`$R(`'8 MH!'<(1=D`*)N$7:D`K!N(85$$!>B`2>)`;E($:/J$= M5DP+GJ`7,@$:\.`.-L$*!,$1XL$3K$$'#J$,@$$(6@`$XD`'],`8&,$(C*`) M8(`%EN`1X@$*5`$&)B`"+(`$9N`-%&`16*!;N"4"#``&#F$&^``7..$3I@'% MHF$8F*$<&B$#78$7_8\2?$$;^&#_#=Z!#-"!&EH!'DX!%EJA&6IA6LU@"[B@ M"[A@%6BV`[A`!$S`!7A`!3#@!C+@XAB@`?:!XPB``1*``0;@``9@.S3"C#C- MY0"QLX",Z@H!$L3@$3QA$,+!#IA@`/[!*%ZT'PS#33[+7*1E*%QI.?;!&#JA M%Z8`:5NR'_Z.`]+!%?AL"PQ@#8*@`72"_.C$#:TD2CJU[O#.5)/C/J+R:P%* M.?JC9_3W)%P.(43@'2Y!"K3@`M1!"Q2@"5*!@>01ET@1Q@01S(0`U& M@0IJ`!%6H6:=``J4(0P20`0R(`,.0`/J%^?^X0!XP!7,R,=6P1=@(8QCH1+4 M0!;H1`&X1.>(!5PD!`>X0>&P0N4X`R((17@``^2014F805* MH(,C%1^8(`*6`01&A0!V8!L@X!UB)BVFS()V1F(Z93EN*$$=*`8G(`.RH#>FD4!Z-@? M3N`#[&@(IJ`(KD`(:,`'DD`56.'!H@`2"L$?T*`0"D$7HDVHU8W>T*U9'""H MO3JHRYH"+,<`*`"_D*`'I&`&=.`-=,`2_"$<=.`=H^`'`'5($;8D$>.J$BB`'-.$6SD`,8LP2U``=8H$3C@`,P(`$ID$+5@`2TD`,-D$5V.`(XL$* MZF`-OD%?<0#F?.$4-.`:-&$4]"\:1F#_!$"A"Z(!!0I``S)``U#@`,C`$#9Q M!#+`!;+@`L#A`R9@H9$P"/W!`NZ@!#1`;#C`#X[VJ*!L+I#DKASH@A-E2[CV M(^P$5DKB3T:G-9J$(Z("'Q(@'0Y!#/X!!6Q@!B;`$>3@?IZC8>W!$A;A$6#! M";`A%YJ%`A0!%UIFO!TC>Q(C+=P$,1B@(,Q%'P@@`;)`!C3D3H'E`;K@`<8T M`]P7!5"A`3``XDQ@"TQ@'%#`!<:!#-8A&,0A&,#!$'YA&=[!$`R!"GR!$M8A M&GPA%*Z!$J+A&*(A%(ZA$K0!%IR!&FCA'$J!'0"!%MB!&6*A'&;!'8JA'=K! M%&*A#LIA&K(!_Q=43`L.5PM$P1+$\PX(@1#.``\(P1,(P71S01&@P!L"(1<` M014:P0<@X<.C+GO431TVP`Q8(@?JH1C.XW:(0H=N>`YW29=TPUW^!I>^)VA. MZ"=8PM._)X3P(0I*(!TD(!OZP`+"00WHT($P@!)8X0L\X0+F01#H;0_48=*3 M7=D7FL27?<[PX1S\81*4`0G\`A>N@`!Z(3SZ*'GN`=9E)G4*)$&6@ZW8*KYU M2-RK0H=\P@^L`09H8!N(8-O\X`;.8YX>@!>*H`A\X`]P06`+ MWN`/?D7NP1`@@!A^P1_N@0#DX`2V(04$2%47!8W4'3UPQ6,"ZJ13`O\I_.0Z M9`=)TL)5)D)[ND`,%.`,I($,3F`/:N!]YZ)A.0$-Q(\,7``.WL``+.`%K@`6 M$%[HAY[H"5X?K&`#M@`8-`X?6($5%N$?T,340`-0[&3O7L4W!D1E1`,LIL0@ MY,+>E^)59B*L$D$3WN`1W"$1V@`&FD`"U@D?`J``_&`63B`.3D$:!`$-8*!9 M9@!`BQ[P`U_PD?`>U,$?M(`+>J$D1L$"%(Y0D>DZIH)0;L7;S5`K&^@E"&+P M9@::0B(?.B`4_"$%@@$%$L$?WL`$M&>N-$`8,CP-?$$%>H#>$"`*GF&4!Q_W M"82CF2@#$.7R, M'S2`'?0`!B!9#/0``IQ!`SH&(>S@"DH`L+_A"4A`J%L@17??_=\?_EGD'M+` M'W+`"C8A=#9@!DYR*@%B7S^!^@H:W(?/7K^!!??EPS=PG[Y]_/KQTW=1H@!\ M^_[].V7MBS)17,J]45*LP$(``_[Q6S4FR)H_+XQ$\.=O#!E\'GOZ_`DTJ-"A M1(L:/8HTJ=*E3)LZ?0HUJE2B]\`I\`<.PCX`^XS<88#0GCX`^##N.XM6HL2R M"B%&M-BOX=F);#GB4Q?.6KEN+EH-P23AQ`1OQ-3) ME"M;OHPYL^;-2@,,_UCA;]V.``#L`9-3Z=_&L?82*BS(C]]Q]UFO%JF5+5U]OA+9KTY//+'`'$)P$\^ M+C##P11C+`,)-Z0D4\0<./#S788:;LAAAQK>,T(0!AA2!@$\S<"$-0GILYX` M`]@C6URT52107&KIL]!`_=@#0#\>M5(.!?308L<<\;`C00'Y#```/P<8`@<( M:6AS21R1]!*'!27<88^'7GX)9IAB&I6/#/[\,`@'\A&1!1#_P`>16OW#+_#,1"#TTTF`'P8\P<7-2Q M7B?^]&%#`.R5ME!9L8T\T3\$4-+&#\C(\,P)+]31`9T<'9U.+40X`D<%06"S M31(A0%)`T7;?C?=V`23C#Q'U;`/`*C/$LD$7Y-)V'UI[=L2,)\9`.L(+_P1#0SHXQ^M6$$;/C"(+$"C!"?HQ3+V,1@"",!':>B!&:(!BT<@ M[&F5Z``9#XG(HMTC'R;PQP,:D0][2&`&6:C&-CSP!EK`HA]2@C'P3@@BI*L`=Q2,,9 MD)""/R!@B`PXP09_G$$>L^@%!"CE#R$X8PL^`JE-;XH=>YS"'[IX00Y$@8U`W($8`M1! M*RZ`TZ0J%3/Z08(_VL&!%@S0`=Z@Q@R7BM6L2F5?NO"'!T3A`'],X1,*U:I9 >S]H4?63#'Y0R`CH(@-:XRA4I!'@`P^:*U^P$!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----


Delaware		94-2838567
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

209 Redwood Shores Parkway
Redwood City, California		94065
(Address of principal executive offices)		(Zip Code)


			Outstanding as of
Class of Common Stock	Par Value		February 4, 2004

Class A common stock	$	0.01		298,905,714


PART I – FINANCIAL INFORMATION
	Item 1. Unaudited Condensed Consolidated Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II – OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
EXHIBIT 3.02
EXHIBIT 10.33
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2


	December 31,		March 31,
	2003		2003

Other current assets	$	22,499	$	25,371
Other assets		4,375		7,382

Prepaid royalties, net	$	26,874	$	32,753


	December 31,		March 31,
	2003		2003

Accrued income taxes	$	249,141	$	154,712
Other accrued expenses		190,395		111,878
Accrued compensation and benefits		111,619		109,687
Accrued royalties		119,515		77,681
Deferred revenue		12,095		10,589

Accrued and other liabilities	$	682,765	$	464,547


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


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


	Fiscal 2003						Fiscal 2002
	Restructuring Plan						Restructuring Plan

				Facilities -			Facilities -
	Workforce			related			related			Total

Accrued restructuring balance as of March 31, 2003	$	1,692		$	8,223		$	840		$	10,755
Adjustments		(71	)		667			—			596
Charges utilized in cash		(1,440	)		(2,940	)		(155	)		(4,535	)


Accrued restructuring balance as of December 31, 2003	$	181		$	5,950		$	685		$	6,816


	December 31,		% of net			December 31,		% of net
	2003		revenue			2002		revenue			% Change

Three months ended	$	731,587		49.6	%	$	459,407		37.2	%		59.2	%
Nine months ended	$	1,071,136		45.4	%	$	752,717		37.3	%		42.3	%


	December 31,			December 31,
(In millions)	2003			2002			Change

Cash provided by operating activities	$	107		$	284		$	(177	)
Cash used in investing activities		(669	)		(191	)		(478	)
Cash provided by financing activities		164			109			55
Effect of foreign exchange on cash and cash equivalents		21			11			10

Net increase (decrease) in cash and cash equivalents	$	(377	)	$	213		$	(590	)


	Minimum			Actual as of
Financial Covenants	Requirement			December 31, 2003

Consolidated Net Worth	$1,616 million			$2,496 million
Fixed Charge Coverage Ratio		3.00			43.24
Total Consolidated Debt to Capital		60	%		9.1	%
Quick Ratio — Q1 & Q2		1.00			N/A
Q3 & Q4		1.75			10.69


		Average
		Interest Rate			Cost		Fair Value

Cash equivalents
	Fixed rate		1.22	%	$	44,600	$	44,600
	Variable rate		1.00	%	$	284,307	$	284,307
Short-term investments
	Fixed rate		2.05	%	$	963,814	$	962,742
	Fixed-step rate		1.53	%	$	85,000	$	83,958
	Variable rate		1.52	%	$	205,000	$	204,959


		ELECTRONIC ARTS INC.
		(Registrant)

		/s/ Warren C. Jenson

DATED:		WARREN C. JENSON
February 10, 2004		Executive Vice President,
		Chief Financial and Administrative Officer


ONTREA INC.

( the “Landlord”)

		OF THE FIRST PART;

- and -

ELECTRONIC ARTS (CANADA), INC.

(the “Tenant”)

		OF THE SECOND PART;

- and -

ELECTRONIC ARTS INC.

(the “Indemnifier”)

		OF THE THIRD PART


Original Premises:

Years 1-5		$29.00 per square foot of Rentable Area of the Premises per annum; and

Years 6-10		$31.00 per square foot of Rentable Area of the Premises per annum

12th Floor Expansion Premises

Commencement Date — April 30, 2008		$27.50 per square foot of Rentable Area of the Premises per annum

May 1 2008 — April 30, 2013		$29.50 per square foot of Rentable Area of the Premises per annum


		ONTREA INC.

		Per:		/s/ John M. Sullivan

		Name:		John M. Sullivan
		Title:		Senior Vice President

		Per:		/s/ Jeff Hess

		Name:		Jeff Hess
		Title:		Officer

		I/We have authority to bind the Corporation.


		ELECTRONIC ARTS (CANADA), INC.

		Per:		/s/ Howard Donaldson

		Name:		HOWARD DONALDSON
		Title:		Chief Financial Officer
				Electronic Arts (Canada) Inc.

		Per:

		Name:
		Title:

		I/We have authority to bind the Corporation.

		ELECTRONIC ARTS INC.

		Per:		/s/ Bryan Neider

		Name:		Bryan Neider
		Title:		CFO, Worldwide Studios

		Per:

		Name:
		Title:

		I/We have authority to bind the Corporation.


Dated: February 10, 2004	By:	/s/ Lawrence F. Probst III

		Lawrence F. Probst III
		Chairman and Chief Executive Officer