8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported):       October 15, 2003

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10606	77-0148231
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 943-1234

TABLE OF CONTENTS

	Item 12. Results of Operations and Financial Condition
Signature
EXHIBIT INDEX
EXHIBIT 99.1

Item 12. Results of Operations and Financial Condition

     The following information is furnished pursuant to Item 9, Regulation FD Disclosure, and Item 12, Results of Operations and Financial Condition.

     On October 15, 2003, Cadence Design Systems, Inc. issued a press release announcing its financial results for the third quarter of 2003. A copy of the press release is attached hereto as Exhibit 99.1.

     The following exhibits are filed with this report on Form 8-K.

Exhibit No.	Description
99.1	Press Release issued by Cadence Design Systems, Inc., dated October 15, 2003.

2

Signature

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

     Dated as of October 15, 2003

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ William Porter
	William Porter
	Senior Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Cadence Design Systems, Inc., dated October 15, 2003.

EX-99.1 3 f93608exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

For more information, please contact:

Investors and Shareholders:
Larissa DeCarlo
Cadence Design Systems, Inc.
408-428-5052
investor_relations@cadence.com

Media and Industry Analysts:
Jenny Gispen-Schultz
Cadence Design Systems, Inc.
408-944-7280
jennyg@cadence.com

CADENCE REPORTS THIRD QUARTER RESULTS

     SAN JOSE, Calif., Oct. 15, 2003—Cadence Design Systems, Inc. (NYSE: CDN) today announced total revenue for the third quarter of 2003 of $269 million. Subscription licenses were approximately 81 percent of software product bookings.

     Pro forma earnings were $33 million or $0.12 per share based on fully diluted shares outstanding. On a GAAP basis, including restructuring, amortization of acquired intangibles and other charges, the results were a net loss of $15 million or $0.06 per share. A reconciliation of GAAP to pro forma earnings is included with this press release.

     “Again this quarter, Cadence executed to plan,” said Ray Bingham, Cadence president and CEO. “We delivered ground-breaking innovations from our R&D organization, integrated acquisitions into our platforms, and reduced costs. With these actions, we continue to deliver market-leading technologies that improve customer productivity.”

Business Highlights of Q3 2003

• Cadence® introduced the Virtuoso® custom design platform, the world’s first comprehensive platform for fast, silicon-accurate custom, analog, RF and mixed-signal design. Virtuoso represents the broadest, deepest analog mixed/signal technology available in the industry and is used on 9 out of 10 designs worldwide.

1

	Virtuoso offers the industry’s only specification-driven environment, the first multi-mode simulation utilizing common models and equations, up to 10 times performance increase, advanced silicon analysis for 130, 90 nanometers and below, and a full-chip, mixed-signal integration environment.
•	Cadence shipped version 3.2 of the Cadence Encounter™ digital IC design platform, with enhanced timing closure, low-power design, improved integration, and ease of use. The result is shorter overall development time for digital design teams.
•	The company also announced a strategic alliance with CoWare Inc. to provide a unified solution for electronic system-level [ESL] design through to RTL implementation. The alliance involves joint development, cross-licensing, a coordinated go-to-market strategy, and a Cadence investment in CoWare.
•	This quarter, nine additional EDA companies, including Mentor Graphics, have publicly stated their plans to move products to OpenAccess. OpenAccess is a high-performance, nanometer-ready database and API, created by Cadence and managed by Si2, an industry consortium of EDA customers and vendors. Cadence’s Virtuoso and Encounter platforms now run on the OpenAccess database.

     The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. These statements do not include the impact of any mergers, acquisitions or other business combinations that may be completed after September 27, 2003.

Business Outlook

     For Q4, the company expects total revenue in the range of $295 million to $305 million. Subscriptions should continue to make up 80 percent to 90 percent of total software bookings, and about 60 percent of software product revenue should come from ratable backlog. Pro forma diluted earnings per share are expected to be in the range of $0.23 to $0.25. On a GAAP basis, including amortization of acquired intangibles, restructuring, and other charges, Q4 earnings are expected to be in the range of $0.09 to $0.11.

2

     For the full year 2003, the company expects total revenues to be in the range of $1.095 billion to $1.105 billion. Pro forma diluted earnings per share for 2003 are expected to be in the range of $0.48 to $0.50. On a GAAP basis, including amortization of acquired intangibles, restructuring, and other charges, the results for fiscal 2003 are expected to be a loss in the range of $0.05 to $0.07.

     A schedule showing a reconciliation of the business outlook from GAAP to pro forma diluted net income per share is included with this release.

Audio Webcast Scheduled

     Cadence Design Systems, Inc.’s Ray Bingham, chief executive officer, and Bill Porter, chief financial officer, will host a third quarter Financial Results audio webcast today, October 15, 2003, at 2:00 p.m. (Pacific) / 5:00 p.m. (Eastern). Attendees are asked to register at the website at least 10 minutes prior to the scheduled webcast. An archive of the webcast will be available starting October 15 at 5:00 p.m. Pacific time and ending at 5:00 p.m. Pacific time on October 22. Webcast access is available at www.cadence.com/company/investor_relations.

About Cadence

     Cadence is the largest supplier of electronic design technologies, methodology services, and design services. Cadence solutions are used to accelerate and manage the design of semiconductors, computer systems, networking and telecommunications equipment, consumer electronics, and a variety of other electronics based products. With approximately 4800 employees and 2002 revenues of approximately $1.3 billion, Cadence has sales offices, design centers, and research facilities around the world. The company is headquartered in San Jose, Calif., and traded on the New York Stock Exchange under the symbol CDN. More information about the company, its products and services is available at www.cadence.com.

Cadence, the Cadence logo and Virtuoso are registered trademarks, and Encounter is a trademark of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

3

The statements contained above regarding the company’s third quarter 2003 results, those contained in the Business Outlook section above and the statements by Ray Bingham include forward looking statements based on current expectations or beliefs, as well as a number of preliminary assumptions about future events that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward looking statements. Readers are cautioned not to put undue reliance on these forward looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Cadence, including, among others: Cadence’s ability to compete successfully in the design automation product and the commercial electronic design and methodology services industries; the mix of products and services sold and the timing of significant orders for its products; economic uncertainty; fluctuations in rates of exchange between the U.S. dollar and the currencies of other countries in which Cadence does business; and the acquisition of other companies or the failure to successfully integrate them.

For a detailed discussion of these and other cautionary statements, please refer to the company’s filings with the Securities and Exchange Commission. These include the company’s Annual Report on Form 10-K for the year ended December 28, 2002 and Quarterly Report on Form 10-Q for the quarter ended June 28, 2003.

In the calculation of the company’s pro forma earnings and pro forma diluted earnings per share for this and other periods, Cadence has excluded one or more of the following items: amortization of acquired intangibles, amortization of deferred stock compensation, restructuring and other charges and write off of in-process technology from acquisitions, tax provisions, inventory write-downs, equity investment write-downs and certain non-routine legal costs. Cadence management uses pro forma earnings and pro forma diluted earnings per share to evaluate the performance of its core business of developing and selling its products and services and to estimate its future core performance, before taking into account the effect of typically non-cash items that are variable and difficult to predict from period to period.

Cadence management believes that the items excluded from its pro forma calculations are generally infrequent and somewhat unpredictable events or events whose impact on earnings will be resolved over a reasonably short, finite period of time. By excluding these variable and unpredictable, generally non-cash items that do not arise from the company’s core business operations, Cadence management believes it can better compare the revenues and costs of its operating business to the past and future operations of that operating business.

Though Cadence management finds these pro forma measures useful for evaluating aspects of Cadence’s business, its reliance on these measures is limited because these excluded items often have a material effect on Cadence’s earnings and earnings per share calculated in accordance with GAAP. Therefore, Cadence management always uses the pro forma earnings and earnings per share measures in conjunction with GAAP earnings and earnings per share measures.

4

Just because an item may be non-cash does not mean it is not important to an understanding of a company’s financial statements. In fact, investors are encouraged to look at GAAP results as the best measure of financial performance. For example, amortization of intangibles, write-downs of assets or in-process technology are important to consider because they represent initial cash expenditures that are merely reported under GAAP across future fiscal periods. Likewise, deferred stock compensation expense is an obligation of the company that should be considered. Restructuring charges require cash outlays and can be triggered by acquisitions or product adjustments, as well as overall company performance within a given business environment. All of these metrics are important to financial performance generally. Therefore, Cadence management typically uses the pro forma earnings and earnings per share measures in conjunction with GAAP earnings and earnings per share measures, to address these limitations.

Cadence believes that presenting pro forma earnings and earnings per share measures provides investors with an additional tool for evaluating the company’s core performance that management uses in its own evaluation of performance, and a pro forma base line for assessing the future earnings potential of the company. While the GAAP results are more complete, the company prefers to allow investors to have this supplemental metric since, with a reconciliation to GAAP, it may provide greater insight into our financial results.

Cadence expects that its corporate representatives will meet privately during the quarter with investors, the media, investment analysts and others. At these meetings, Cadence may reiterate the Business Outlook published in this press release. At the same time, Cadence will keep this press release, including the outlook, publicly available on its Web site (www.cadence.com/company/investor_relations/index.html).

Prior to the start of the Quiet Period (described below), the public may continue to rely on the Business Outlook herein as still being Cadence’s current expectations on matters covered unless Cadence publishes a notice stating otherwise.

Beginning December 22, 2003, Cadence will observe a “Quiet Period” during which the Business Outlook as provided in this press release and the company’s most recent quarterly report on Form 10-Q no longer constitute the company’s current expectations. During the Quiet Period, the Business Outlook in these documents should be considered to be historical, speaking as of prior to the Quiet Period only and not subject to update by the company. During the Quiet Period, Cadence representatives will not comment concerning the outlook or Cadence’s financial results or expectations. The Quiet Period will extend until the day when Cadence’s Fiscal Year 2003 Earnings Release is published, currently scheduled for January 28, 2004.

# # #

5

Cadence Design Systems, Inc.
Condensed Consolidated Balance Sheets
September 27, 2003 and December 28, 2002
(In $000’s)

			September 27, 2003		December 28, 2002
			(Unaudited)
Current Assets:
	Cash and cash equivalents		$	394,203	$	371,327
	Short-term investments			30,146		24,286
	Receivables, net			288,658		313,968
	Inventories			15,141		9,614
	Prepaid expenses and other			60,674		39,448
		Total current assets		788,822		758,643
Property, plant and equipment, net				394,889		434,491
Acquired intangibles, net				1,126,111		883,339
Installment contract receivables, net				126,434		113,185
Other assets				235,069		248,603
Total Assets			$	2,671,325	$	2,438,261
Current Liabilities:
	Current portion of capital lease obligations		$	801	$	1,609
	Accounts payable and accrued liabilities			311,905		297,399
	Deferred revenue			219,859		212,882
		Total current liabilities		532,565		511,890
Long-term Liabilities:
	Long-term portion of capital lease obligations			80		659
	Long-term debt			420,000		52,000
	Other long-term liabilities			267,118		214,407
		Total long-term liabilities		687,198		267,066
Stockholders’ equity				1,451,562		1,659,305
Total Liabilities and Stockholders’ Equity			$	2,671,325	$	2,438,261

Cadence Design Systems, Inc.
Condensed Consolidated Statements of Operations
For the Quarters and Nine Months Ended September 27, 2003 and September 28, 2002
(In $000’s, except per share amounts)
(Unaudited)

				Quarters Ended						Nine Months Ended
				September 27, 2003			September 28, 2002			September 27, 2003			September 28, 2002
Revenue:
	Product			$	151,678		$	210,286		$	453,590		$	655,399
	Services				33,773			33,992			100,962			114,284
	Maintenance				83,025			82,958			246,237			247,087
		Total revenue			268,476			327,236			800,789			1,016,770
Costs and Expenses:
	Cost of product				5,075			14,630			20,305			62,552
	Cost of services				22,192			28,078			69,790			89,628
	Cost of maintenance				12,662			16,007			41,666			49,775
	Marketing and sales				80,758			103,216			249,638			296,167
	Research and development				84,179			84,647			257,677			241,092
	General and administrative				18,814			26,267			65,598			89,349
	Amortization of acquired intangibles				27,790			22,034			79,093			59,731
	Amortization of deferred stock compensation				12,548			10,465			31,685			21,412
	Mentor settlement				(14,500	)		—			(14,500	)		—
	Restructuring and other charges				62,874			—			64,226			73,231
	Write-off of acquired in-process technology				2,000			6,600			7,500			34,000
		Total costs and expenses			314,392			311,944			872,678			1,016,937
			Income (loss) from operations		(45,916	)		15,292			(71,889	)		(167	)
	Interest expense				(2,392	)		(663	)		(3,706	)		(1,563	)
	Other income (loss), net				2,295			171			(2,989	)		(3,748	)
			Income (loss) before provision (benefit) for income taxes		(46,013	)		14,800			(78,584	)		(5,478	)
	Provision (benefit) for income taxes				(31,018	)		6,569			(36,620	)		11,267
			Net income (loss)	$	(14,995	)	$	8,231		$	(41,964	)	$	(16,745	)
Basic net income (loss) per share				$	(0.06	)	$	0.03		$	(0.16	)	$	(0.07	)
Diluted net income (loss) per share				$	(0.06	)	$	0.03		$	(0.16	)	$	(0.07	)
Weighted average common shares outstanding					266,755			267,300			267,605			256,461
Weighted average common and potential common shares outstanding — assuming dilution					266,755			271,437			267,605			256,461
Supplemental diluted earnings per share before amortization of acquired intangibles, amortization of deferred stock compensation, Mentor settlement, net of related costs, restructuring and other charges, write-off of acquired in-process technology, write-down of equity investments to fair value, reserve against inventory, non-recurring legal costs, and income tax effect of pro forma adjustments				$	0.12		$	0.15		$	0.25		$	0.61

Cadence Design Systems, Inc.
Pro Forma Condensed Consolidated Statements of Operations
Impact of Pro Forma Adjustments on Reported Net Income (Loss)
For the Quarters Ended September 27, 2003 and September 28, 2002
(In $000’s, except per share amounts)

				Quarter Ended									Quarter Ended
				September 27, 2003									September 28, 2002
				As Reported			Adjustments			Pro Forma			As Reported			Adjustments			Pro Forma
Revenue:
	Product			$	151,678		$	—		$	151,678		$	210,286		$	—		$	210,286
	Services				33,773			—			33,773			33,992			—			33,992
	Maintenance				83,025			—			83,025			82,958			—			82,958
		Total revenue			268,476			—			268,476			327,236			—			327,236
Costs and Expenses:
	Cost of product				5,075			—			5,075			14,630			—			14,630
	Cost of services				22,192			—			22,192			28,078			—			28,078
	Cost of maintenance				12,662			—			12,662			16,007			—			16,007
	Marketing and sales				80,758			—			80,758			103,216			—			103,216
	Research and development				84,179			—			84,179			84,647			—			84,647
	General and administrative				18,814			—			18,814			26,267			—			26,267
	Amortization of acquired intangibles				27,790			(27,790	)(A)		—			22,034			(22,034	)(A)		—
	Amortization of deferred stock compensation				12,548			(12,548	)(B)		—			10,465			(10,465	)(B)		—
	Mentor settlement				(14,500	)		14,500	(C)		—			—			—			—
	Restructuring and other charges				62,874			(62,874	)(D)		—			—			—			—
	Write-off of acquired in-process technology				2,000			(2,000	)(E)		—			6,600			(6,600	)(E)		—
		Total costs and expenses			314,392			(90,712	)		223,680			311,944			(39,099	)		272,845
			Income (loss) from operations		(45,916	)		90,712			44,796			15,292			39,099			54,391
	Interest expense				(2,392	)		—			(2,392	)		(663	)		—			(663	)
	Other income, net				2,295			—			2,295			171			—			171
			Income (loss) before provision (benefit) for income taxes		(46,013	)		90,712			44,699			14,800			39,099			53,899
	Provision (benefit) for income taxes				(31,018	)		42,640	(F)		11,622			6,569			7,445	(F)		14,014
			Net Income (loss)	$	(14,995	)	$	48,072		$	33,077		$	8,231		$	31,654		$	39,885
Basic net income (loss) per share				$	(0.06	)				$	0.12		$	0.03					$	0.15
Diluted net income (loss) per share				$	(0.06	)				$	0.12		$	0.03					$	0.15
Weighted average common shares outstanding					266,755						266,755			267,300						267,300
Weighted average common and potential common shares outstanding — assuming dilution					266,755						274,889			271,437						271,437

Notes:
(A) Non-cash amortization of acquired intangibles
(B) Non-cash amortization of deferred stock compensation
(C) Mentor settlement, net of related costs
(D) Restructuring and other charges
(E) Write-off of acquired in-process technology
(F) Income tax effect of pro forma adjustments

Cadence Design Systems, Inc.
Pro Forma Condensed Consolidated Statements of Operations
Impact of Pro Forma Adjustments on Reported Net Loss
For the Nine Months Ended September 27, 2003 and September 28, 2002
(In $000’s, except per share amounts)

				Nine Months Ended									Nine Months Ended
				September 27, 2003									September 28, 2002
				As Reported			Adjustments			Pro Forma			As Reported			Adjustments			Pro Forma
Revenue:
	Product			$	453,590		$	—		$	453,590		$	655,399		$	—		$	655,399
	Services				100,962			—			100,962			114,284			—			114,284
	Maintenance				246,237			—			246,237			247,087			—			247,087
		Total revenue			800,789			—			800,789			1,016,770			—			1,016,770
Costs and Expenses:
	Cost of product				20,305			—			20,305			62,552			(13,805	)(F)		48,747
	Cost of services				69,790			—			69,790			89,628			—			89,628
	Cost of maintenance				41,666			—			41,666			49,775			—			49,775
	Marketing and sales				249,638			—			249,638			296,167			—			296,167
	Research and development				257,677			—			257,677			241,092			—			241,092
	General and administrative				65,598			—			65,598			89,349			(11,100	)(G)		78,249
	Amortization of acquired intangibles				79,093			(79,093	)(A)		—			59,731			(59,731	)(A)		—
	Amortization of deferred stock compensation				31,685			(31,685	)(B)		—			21,412			(21,412	)(B)		—
	Mentor settlement				(14,500	)		14,500	(C)		—			—			—			—
	Restructuring and other charges				64,226			(64,226	)(D)		—			73,231			(73,231	)(D)		—
	Write-off of acquired in-process technology				7,500			(7,500	)(E)		—			34,000			(34,000	)(E)		—
		Total costs and expenses			872,678			(168,004	)		704,674			1,016,937			(213,279	)		803,658
			Income (loss) from operations		(71,889	)		168,004			96,115			(167	)		213,279			213,112
	Interest expense				(3,706	)		—			(3,706	)		(1,563	)		—			(1,563	)
	Other income (loss), net				(2,989	)		3,623	(H)		634			(3,748	)		10,000	(H)		6,252
			Income (loss) before provision (benefit) for income taxes		(78,584	)		171,627			93,043			(5,478	)		223,279			217,801
	Provision (benefit) for income taxes				(36,620	)		60,812	(I)		24,192			11,267			45,362	(I)		56,629
			Net Income (loss)	$	(41,964	)	$	110,815		$	68,851		$	(16,745	)	$	177,917		$	161,172
Basic net income (loss) per share				$	(0.16	)				$	0.26		$	(0.07	)				$	0.63
Diluted net income (loss) per share				$	(0.16	)				$	0.25		$	(0.07	)				$	0.61
Weighted average common shares outstanding					267,605						267,605			256,461						256,461
Weighted average common and potential common shares outstanding — assuming dilution					267,605						273,776			256,461						264,977

Notes:
(A) Non-cash amortization of acquired intangibles
(B) Non-cash amortization of deferred stock compensation
(C) Mentor settlement, net of related costs
(D) Restructuring and other charges
(E) Write-off of acquired in-process technology
(F) Reserve against inventory
(G) Non-recurring legal costs
(H) Write-down of equity investments to fair value
(I) Income tax effect of pro forma adjustments

Cadence Design Systems, Inc.
As of October 15, 2003
Impact of Pro Forma Adjustments on Forward Looking Diluted Net Income per Share
(Unaudited)

		Quarter Ended		Year Ended
		January 3, 2004		January 3, 2004
GAAP net income (loss) per share		$0.09 to $0.11		$(0.05) to $(0.07)
	Amortization of acquired intangibles		0.09		0.38
	Amortization of deferred stock compensation		0.04		0.16
	Mentor settlement		—		(0.05	)
	Restructuring and other charges		0.01		0.25
	Write-off of in-process technology		—		0.03
	Write-down of equity investments		—		0.01
	Income tax effect of reconciling items		—		(0.23	)
Pro Forma diluted net income per share		$0.23 to $0.25		$0.48 to $0.50

Cadence Design Systems, Inc.

2001-2003 Revenue Detail by Product Group ($ Millions)

		2001										2002										2003
		Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3
Product Revenue:
	IC Implementation		96.3		96.3		135.6		117.3		445.5		122.6		137.8		122.4		91.3		474.2		77.6		94.1		89.3
	IP Creation		64.9		71.0		63.7		93.3		292.9		73.8		71.0		68.0		47.8		260.5		54.2		53.5		52.2
	PSD		20.1		22.9		18.1		31.1		92.2		22.7		17.2		19.9		17.4		77.2		9.5		13.0		10.2
Total Product Revenue			181.3		190.2		217.4		241.7		830.5		219.0		226.1		210.3		156.5		811.9		141.3		160.6		151.7
Services			80.0		73.8		58.0		51.5		263.4		43.3		37.0		34.0		35.5		149.8		32.4		34.8		33.8
Maintenance			83.4		83.6		84.6		85.0		336.6		82.4		81.7		83.0		84.3		331.3		82.2		81.0		83.0
TOTAL REVENUE			344.7		347.6		360.0		378.2		1,430.4		344.7		344.8		327.2		276.3		1,293.1		255.9		276.4		268.5

2001-2003 Revenue Detail by Geography ($ Millions)

	2001										2002										2003
	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3
North America		217.0		201.2		178.8		224.1		821.0		204.5		185.7		193.6		160.7		744.4		135.5		151.1		155.9
Europe		59.6		85.6		118.3		70.1		333.6		56.6		95.9		61.1		44.3		257.9		44.7		41.6		52.1
Japan		48.9		43.5		30.1		58.8		181.3		61.6		36.5		47.1		43.5		188.7		53.4		59.6		35.3
Asia		19.1		17.4		32.9		25.2		94.5		22.0		26.7		25.5		27.8		102.0		22.2		24.1		25.2
TOTAL REVENUE		344.7		347.6		360.0		378.2		1,430.4		344.7		344.8		327.2		276.3		1,293.1		255.9		276.4		268.5

GRAPHIC 4 f93608f9360800.gif GRAPHIC begin 644 f93608f9360800.gif M1TE&.#EA?@`A`/<```````@("!`0$!@8&"$A(2DI*3$Q,3DY.4)"0DI*2E)2 M4EI:6F-C8VMK:W-SX2$A(R,C)24E)RWN?GY^_O[_?W]_______________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M____________________________________________________________ M_____________________RP`````?@`A```(_@`_"!Q(L*#!@P@3*ES(L*'# MAPH&!$^S:MW*M:O7 MKU\EBA00X$+5LVC39MCP`",%#6K1:N"P84/K!N#QV"`P\N>_9$#+=U*U\ND#<`LJB9YZ8M$;GT MZ\J=0T\^D(.&X@XLM?CU"#AH5V%99^?AKA MXHD1&,2!`15!H)`%%$&@WD$<("71`.]%=!$"]'W0`8$3<4>=1`H@I-UIRM$%&UA7$P47@#82A10.LEX%%OA'T'T67&;0?=`8U,-$`"AC0 M0(D"27"``Q(H.!&2`SD(@`(%4-0B01,E`,%)+X7X(`((<`G`!`=YP&,"!9!' MT(L2.>#`1!7X"!A_.6HVD50:U!7C!W1UX`&"$E5P&YL`-(!!!P0L2%!Z(UG` M`083;6`0`A(=@`%=$RFPIP(338!!71Q$EH!$"R`G)``(Q/AA=`,Y"4`%_I(Z M!.!M)TH4VP<[7BG0J``P$.M$%MQ&*0`&Q(KA`;%B2:JNR@)`P7L:2"1`L@+] M"")!(EK*$`8*_#41!#$R(!$!UFUXP6T326!8H@"H6]"PQ0H$+[4?0"K1LPBM M6)V=$K%:[9Q`-KL`O0;-F&",\-[WP8;,:@3NNQ+%^\&\!4TPT;D(`8J1KJM& M-M&1"DFI@*L/$S0LL@(QC&Y&)0]$\<01T_M?`&H>M.%%'`/<7[,D)J3Q!(-] M&R.O$IN[1`[0-Q$%N^E<9[U9)C0X`;*=K1KF`MU]VXZ! M'T1WU`1Y*UA"D1-0X0>K&B2E``P<$."B=SK@:F,%3[3``[SNG=R($3Q@P.\0 M$QNKY:E3E,`"!1ATP40!/!"!D*$6U+&+%C6@*D8.[$FH11@7I#=%YE,N/=3S M&S0X1;85=&I%P18$.(/#:A.4/,`IBRP@;!_00.0J(JB#9,!@`X#`W"*FL(0A M1`)B&D#-I"8[`!3@5@09GT$\H`$+4.`"AQKA!C#`PA:F\"`=T(`+6?@YU6B@ M`A5`8?X,(L-+#:2'2(4HQB?A(G=R1\8QH'*.U@IC&-KJQ,RC'O?(QS[ZT8^1$PF[0$+(0AKRD(C4B$@2R -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1