UNITED STATES
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): April 25, 2012
Lorillard, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-34097 | 13-1911176 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
714 Green Valley Road Greensboro, North Carolina |
24708-7018 | |||
(Address of principal executive offices, including) | (zip code) |
(336) 335-7000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Conditions.
On April 25, 2012, Lorillard, Inc. issued a press release providing information on its results of operations for the three months ended March 31, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the Form 8-K).
The information disclosed under this Item 2.02 of this Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press release dated April 25, 2012. |
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.
LORILLARD, INC. | ||||
(Registrant) | ||||
By: | /s/ David H. Taylor | |||
David H. Taylor | ||||
Executive Vice President, Finance and Planning and Chief Financial Officer | ||||
Dated: April 25, 2012 |
Exhibit 99.1
|
Contact: | Robert Bannon Director, Investor Relations (336) 335-7665 |
LORILLARD, INC. REPORTS FIRST QUARTER 2012 RESULTS AND ACQUISITION OF BLU ECIGS
GREENSBORO, NC, April 25, 2012 Lorillard, Inc. (NYSE: LO) announced today results for the quarter ended March 31, 2012, and the acquisition of blu ecigs®.
Highlights
| First quarter reported (GAAP) diluted earnings per share decreased 0.6% versus last year to $1.70. |
| First quarter adjusted (Non-GAAP) diluted earnings per share increased 1.8% versus last year to $1.74. |
| Lorillard domestic wholesale shipments decreased 2.5% in the first quarter versus last year compared to an estimated 4.0% decline in industry domestic wholesale shipments. |
| Adjusted for fluctuations in trade inventory patterns, Lorillard domestic wholesale shipments increased 1.8% over year ago. |
| Total Lorillard retail market share increased 0.4 share points in the first quarter versus last year to an all-time high of 14.5%. |
| Newport retail share of the menthol segment increased 0.5 share points to 36.8% and total Lorillard share of the menthol segment increased 1.0 share points to 40.0%, both all-time highs. |
| Lorillard repurchased 1.6 million shares during the quarter at a cost of $188 million. |
| Lorillard acquired blu ecigs, the leading electronic cigarette company. |
Lorillards fundamental performance remained strong in the first quarter, although it was masked by significant changes in wholesale inventory. At retail, which is unaffected by wholesale inventory, Lorillard once again achieved record high levels of market share in all key segments of the cigarette industry in which we compete, said Murray S. Kessler, Chairman, CEO & President. Based on strong fundamentals, that are expected to continue, we remain confident in our ability to deliver a double digit total shareholder return in 2012 and over the long term as measured by earnings per share growth and dividend yield.
Financial Results Summary
(Unaudited) (Amounts in Millions, Except Per Share Data)
Three Months Ended March 31, |
||||||||
2012 | 2011 | |||||||
Net sales |
$ | 1,526 | $ | 1,535 | ||||
Operating income |
||||||||
Reported (GAAP) |
$ | 392 | $ | 421 | ||||
Adjusted (Non-GAAP) |
399 | 421 | ||||||
Net income |
||||||||
Reported (GAAP) |
$ | 223 | $ | 248 | ||||
Adjusted (Non-GAAP) |
229 | 248 | ||||||
Diluted earnings per share |
||||||||
Reported (GAAP) |
$ | 1.70 | $ | 1.71 | ||||
Adjusted (Non-GAAP) |
1.74 | 1.71 |
Adjusted results exclude the unfavorable impact on tobacco settlement expense of $7 million resulting from a competitors restatement in the first quarter of 2012 of certain historical components of the calculation of the industry volume adjustment offset under the State Settlement Agreements. Such adjustments related to the competitors operating income for 2001 2005. Tobacco settlement expenses are impacted by a number of factors including industry profits, as defined in the State Settlement Agreements, which were increased in the first quarter by these changes. See Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results table included with this release for further discussion of this adjustment.
First Quarter 2012 Results
Net sales decreased $9 million to $1.526 billion in the first quarter of 2012, compared to $1.535 billion in the first quarter of 2011, a decrease of 0.6%. The decrease resulted primarily from lower unit sales volume which was negatively impacted by trade inventory pattern fluctuations, partially offset by higher average prices.
Total Lorillard wholesale unit volume, which includes Puerto Rico and U.S. Possessions, decreased 2.7% for the three months ended March 31, 2012 compared to the corresponding period of 2011. Domestic unit volume, which excludes Puerto Rico and U.S. Possessions, decreased 2.5% for the three months ended March 31, 2012 compared to the corresponding period of 2011. Changes in wholesale inventory patterns are estimated to have negatively impacted year ago comparisons by approximately 400 million units, or 4.3 percentage points. Adjusting for this effect, Lorillard domestic wholesale shipments increased 1.8%. Total cigarette industry domestic wholesale shipments decreased an estimated 4.0% for the first quarter of 2012 compared to the first quarter of 2011. Changes in wholesale inventory patterns are also estimated to have negatively impacted year ago comparisons by approximately 2.7 percentage points for the industry. See attached table for details of Lorillards wholesale shipments.
Total unit volume for Newport, the Companys flagship brand, decreased 4.2% for the three months ended March 31, 2012 and domestic Newport unit volume decreased 4.0% for the three months ended March 31, 2012 compared to the corresponding period of 2011. The impact on Newport of wholesale inventory pattern changes was a negative 4.5 percentage points. Adjusting for this effect, Newport domestic wholesale shipments were up 0.5%. Domestic wholesale shipments for Maverick, the Companys leading discount brand, increased 9.6% for the three months ended March 31, 2012 compared to the corresponding period in 2011. The impact on Maverick of wholesale inventory pattern changes was a negative 2.9 percentage points. Adjusting for this effect, Maverick wholesale shipments were up 12.5%.
Based on Lorillards proprietary retail shipment data (EXCEL), which measures shipments from wholesale to retail and are unaffected by wholesale inventory changes, Lorillards domestic retail market share once again posted strong gains in the first quarter of 2012, increasing 0.4 share points to an all-time high market share of 14.5%. Newports domestic retail market share reached 12.2% for the first quarter of 2012, an increase of 0.2 share points compared to the first quarter of 2011. Total Lorillard domestic retail share of the menthol market reached 40.0% for the first quarter of 2012, an increase of 1.0 share point compared to the first quarter of 2011. Continued share gains are attributable to the Companys strategic initiatives including the launch of Newport Non-Menthol, geographic promotional expansion of Newport Menthol and continued retail shipment growth on Maverick.
Adjusted gross profit was $530 million in the first quarter of 2012, or 34.7% of net sales, compared to $543 million, or 35.4% of net sales, in the first quarter of 2011. As detailed in the reconciliation table, adjusted gross profit excludes the unfavorable impact on tobacco settlement expense of $7 million resulting from a competitors restatement in the first quarter of 2012 of certain historical components of the calculation of the industry volume adjustment offset under the State Settlement Agreements. Such adjustments related to the competitors operating income for 2001 2005. The decrease in adjusted gross profit reflects the decrease in net sales as well as higher adjusted costs related to the State Settlement Agreements, higher raw material input costs (primarily tobacco and other direct costs) and higher Food and Drug Administration user fees, partially offset by lower charges for the Federal Assessment for Tobacco Growers.
Selling, general and administrative costs increased $9 million to $131 million in the first quarter of 2012 compared to the first quarter of 2011 primarily as a result of higher legal costs related to the Engle Progeny litigation.
Interest expense increased $11 million in the first quarter of 2012 compared to the first quarter of 2011 and reflects interest on the senior notes issued in the third quarter of 2011.
Lorillards effective income tax rate was 37.0% in the first quarter of 2012 compared to 37.1% in the first quarter of 2011.
Adjusted net income in the first quarter of 2012 was $229 million, or $1.74 per share (diluted), compared to $248 million, or $1.71 per share (diluted), in the first quarter of 2011. The 1.8% increase in adjusted diluted earnings per share for the first quarter includes the benefit of the Companys share repurchase program which resulted in lower outstanding shares, and contributed $0.16 to the increase in earnings per share. Reported net income in the first quarter of 2012 was $223 million, or $1.70 per share (diluted).
Page 2 of 9
Acquisition of blu ecigs
Lorillard announced today that it has acquired all of the assets of blu ecigs, a U.S. electronic cigarette (e-cigarette) company for $135 million in cash. The acquisition provides Lorillard with the leading brand, offering the best consumer experience and unique social networking features, in the rapidly growing e-cigarette category.
blu ecigs is the best-selling e-cigarette brand, with the look and feel of traditional cigarettes without the tobacco smoke, ash, or smell. blu ecigs is the market leader in providing innovative technology for an improved consumer experience that enhances the enjoyment and social aspect of e-cigarettes. blu ecigs will be a separate operating company of Lorillard and it is Lorillards intention to retain blu ecigs current management team and its headquarters in Charlotte, NC.
blu ecigs are the perfect adjacency for us to participate in the smokeless market, but in a Lorillard way. That is, e-cigarettes offer many of the benefits of other smokeless products but do so in a way that is familiar and enjoyed by current adult cigarette consumers, said Murray Kessler. We believe that blu will benefit from Lorillard Tobacco Companys regulatory experience and sales infrastructure which are needed for it, and the category, to reach its potential in a responsible manner.
Additional News
During the first quarter of 2012, the Company completed its $750 million share repurchase program announced on August 12, 2011 by repurchasing approximately 1.6 million shares at a cost of $188 million.
In April 2012, the Company paid $1.108 billion under the State Settlement Agreements, primarily based on 2011 volume. Included in this amount was $98 million deposited in an interest-bearing escrow account in accordance with procedures established in the MSA pending resolution of a claim by the Company and the other Original Participating Manufacturers that they are entitled to reduce their MSA payments based on a loss of market share to non-participating manufacturers.
Conference Call
A conference call to discuss the first quarter 2012 results of Lorillard, Inc. has been scheduled for 9:00 a.m. Eastern Time on Wednesday, April 25, 2012. A live broadcast of the call will be available online at the Lorillard, Inc. website (www.lorillard.com). Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software.
Those interested in participating in the question and answer session of the conference call should dial (888) 239-6824 (domestic) or (706) 902-3787 (international). The passcode for this event is: 68513803.
An online replay will be available at the Companys website following the call. If you wish to listen to the replay of this conference call, please visit Lorillards website at www.lorillard.com or dial (888) 239-6824 (domestic) or (706) 902-3787 (international) and enter passcode: 68513803. The conference call will be available for replay in its entirety through May 2, 2012.
About Lorillard, Inc.
Lorillard, Inc. (NYSE: LO), through its Lorillard Tobacco Company subsidiary, is the third largest manufacturer of cigarettes in the United States. Founded in 1760, Lorillard is the oldest continuously operating tobacco company in the U.S. Newport, Lorillards flagship menthol-flavored premium cigarette brand, is the top selling menthol and second largest selling cigarette in the U.S. In addition to Newport, the Lorillard product line has four additional brand families marketed under the Kent, True, Maverick and Old Gold brand names. These five brands include 43 different product offerings which vary in price, taste, flavor, length and packaging. Lorillard maintains its headquarters and manufactures all of its products in Greensboro, North Carolina.
Page 3 of 9
Forward-Looking Statements
Certain statements made in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act). Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words expect, intend, plan, anticipate, estimate, believe, may, will be, will continue, will likely result and similar expressions. In addition, any statement that may be provided by management concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible actions by Lorillard, Inc. are also forward-looking statements as defined by the Reform Act.
Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those anticipated or projected. Information describing factors that could cause actual results to differ materially from those in forward-looking statements is available in Lorillard, Inc.s filings with the Securities and Exchange Commission (the SEC), including but not limited to, our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These filings are available from the SEC over the Internet or in hard copy, and are available on our website at www.lorillard.com. Forward-looking statements speak only as of the time they are made, and we expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.
Page 4 of 9
Lorillard, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
Three Months Ended March 31, |
||||||||
(Amounts in millions, except per share data) | 2012 | 2011 | ||||||
(Unaudited) | (Unaudited) | |||||||
Net sales (a) |
$ | 1,526 | $ | 1,535 | ||||
Cost of sales (a) (b) |
1,003 | 992 | ||||||
|
|
|
|
|||||
Gross profit |
523 | 543 | ||||||
Selling, general and administrative |
131 | 122 | ||||||
|
|
|
|
|||||
Operating income |
392 | 421 | ||||||
Investment income |
1 | 1 | ||||||
Interest expense |
(39 | ) | (28 | ) | ||||
|
|
|
|
|||||
Income before income taxes |
354 | 394 | ||||||
Income taxes |
131 | 146 | ||||||
|
|
|
|
|||||
Net income |
$ | 223 | $ | 248 | ||||
|
|
|
|
|||||
Earnings per share: |
||||||||
Basic |
$ | 1.71 | $ | 1.71 | ||||
Diluted |
$ | 1.70 | $ | 1.71 | ||||
Weighted average number of shares outstanding: |
||||||||
Basic |
130.48 | 144.80 | ||||||
Diluted |
130.80 | 144.94 | ||||||
Supplemental information: | ||||||||
(a) Includes excise taxes. |
$ | 467 | $ | 479 | ||||
(b) Cost of sales includes: |
||||||||
- Reported charges to accrue obligations under the State Settlement Agreements |
337 | 319 | ||||||
- Charges to accrue obligations under the Federal Assessment for Tobacco Growers. |
28 | 30 | ||||||
- Charges to accrue Food and Drug Administration user fees |
16 | 14 |
Page 5 of 9
Lorillard, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(In millions) | March 31, 2012 |
December 31, 2011 |
||||||
(Unaudited) | ||||||||
Assets: |
||||||||
Cash and cash equivalents |
$ | 1,929 | $ | 1,634 | ||||
Accounts receivable, less allowances of $2 and $2 |
10 | 10 | ||||||
Other receivables |
67 | 83 | ||||||
Inventories |
342 | 277 | ||||||
Deferred income taxes |
534 | 535 | ||||||
Other current assets |
28 | 25 | ||||||
|
|
|
|
|||||
Total current assets |
2,910 | 2,564 | ||||||
Plant and equipment, net |
268 | 262 | ||||||
Deferred income taxes |
52 | 54 | ||||||
Other assets |
121 | 128 | ||||||
|
|
|
|
|||||
Total assets |
$ | 3,351 | $ | 3,008 | ||||
|
|
|
|
|||||
Liabilities and Shareholders Deficit: |
||||||||
Accounts and drafts payable |
$ | 27 | $ | 32 | ||||
Accrued liabilities |
366 | 296 | ||||||
Settlement costs |
1,488 | 1,151 | ||||||
Income taxes |
110 | 6 | ||||||
|
|
|
|
|||||
Total current liabilities |
1,991 | 1,485 | ||||||
Long-term debt |
2,586 | 2,595 | ||||||
Postretirement pension, medical and life insurance benefits |
383 | 388 | ||||||
Other liabilities |
57 | 53 | ||||||
|
|
|
|
|||||
Total liabilities |
5,017 | 4,521 | ||||||
|
|
|
|
|||||
Commitments and Contingent Liabilities |
||||||||
Shareholders Deficit: |
||||||||
Preferred stock, $0.01 par value, authorized 10 million shares |
| | ||||||
Common stock: |
||||||||
Authorized 600 million shares; par value$0.01 per share |
||||||||
Issued 175 million and 175 million shares (outstanding 131 million and 132 million shares) |
2 | 2 | ||||||
Additional paid-in capital |
276 | 266 | ||||||
Retained earnings |
2,080 | 2,059 | ||||||
Accumulated other comprehensive loss |
(224 | ) | (228 | ) | ||||
Treasury stock at cost, 44 million and 43 million shares |
(3,800 | ) | (3,612 | ) | ||||
|
|
|
|
|||||
Total shareholders deficit |
(1,666 | ) | (1,513 | ) | ||||
|
|
|
|
|||||
Total liabilities and shareholders deficit |
$ | 3,351 | $ | 3,008 | ||||
|
|
|
|
Page 6 of 9
Lorillard, Inc. and Subsidiaries
Wholesale Shipments
Information regarding unit volume shipped by Lorillard Tobacco Company to its direct buying customers by brand follows:
Three Months Ended March 31, |
||||||||||||
(Units in thousands) |
2012 | 2011 | % Chg | |||||||||
Full Price Brands |
||||||||||||
Total Newport |
7,792,210 | 8,114,040 | -4.0 | |||||||||
Total Kent |
42,270 | 50,232 | -15.9 | |||||||||
Total True |
44,454 | 52,554 | -15.4 | |||||||||
|
|
|
|
|
|
|||||||
Total Full Price Brands |
7,878,934 | 8,216,826 | -4.1 | |||||||||
|
|
|
|
|
|
|||||||
Price/Value Brands |
||||||||||||
Total Old Gold |
121,062 | 132,990 | -9.0 | |||||||||
Total Maverick |
1,286,856 | 1,174,020 | 9.6 | |||||||||
|
|
|
|
|
|
|||||||
Total Price/Value Brands |
1,407,918 | 1,307,010 | 7.7 | |||||||||
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|
|
|
|
|||||||
Total Domestic Cigarettes |
9,286,852 | 9,523,836 | -2.5 | |||||||||
Total Puerto Rico and U.S. Possessions |
154,230 | 183,780 | -16.1 | |||||||||
|
|
|
|
|
|
|||||||
Grand Total |
9,441,082 | 9,707,616 | -2.7 | |||||||||
|
|
|
|
|
|
Notes:
1. | This information is unaudited and is not adjusted for returns or the impact of wholesale trade inventory fluctuations. |
2. | Domestic unit volume includes units sold as well as promotional units and excludes volumes for Puerto Rico and U.S. Possessions. |
3. | Unit volume for a quarter is not necessarily indicative of unit volume for any subsequent period. |
4. | Unit volume is not necessarily indicative of the level of revenues for any period. |
Page 7 of 9
Lorillard, Inc. and Subsidiaries
Selected Domestic Retail Market Share Data (1)
Three Months Ended March 31, |
||||||||||||
2012 | 2011 | Pt Chg | ||||||||||
Lorillard |
14.5 | 14.1 | 0.4 | |||||||||
Newport |
12.2 | 12.0 | 0.2 | |||||||||
Total Industry Menthol |
31.1 | 31.0 | 0.1 | |||||||||
Total Lorillard Share of Menthol Segment |
40.0 | 39.0 | 1.0 | |||||||||
Newport Share of Menthol Segment |
36.8 | 36.3 | 0.5 |
(1) | Unaudited information based on Lorillards Proprietary Retail Database (EXCEL) |
Page 8 of 9
Reconciliation of Reported (GAAP) to Adjusted (Non-GAAP) Results
(Amounts in millions, except per share data)
(Unaudited)
The reconciliation provided below reconciles the non-GAAP financial measures adjusted gross profit, adjusted operating profit, adjusted net income and adjusted diluted earnings per share, with the most directly comparable GAAP financial measures, reported gross profit, reported operating profit, reported net income and reported diluted earnings per share available to Lorillard common stockholders, for the three months ended March 31, 2012. Lorillard management uses adjusted (non-GAAP) measurements to set performance goals and to measure the performance of the overall company, and believes that investors understanding of the underlying performance of the companys continuing operations is enhanced through the disclosure of these metrics. Adjusted (non-GAAP) results are not, and should not be viewed as, substitutes for reported (GAAP) results.
The adjustment to reported results summarized below removes the unfavorable impact of the restatement of operating income as reported in the years 2001 through 2005 by RJ Reynolds Tobacco Company (RJRT) in the first quarter of 2012 on Lorillards tobacco settlement expense, which is included in cost of sales on the accompanying consolidated condensed statements of income. Amounts due under the State Settlement Agreements are impacted by a number of factors, including industry volume, market share, and industry operating profits. As a result of these restatements recently provided to the Independent Auditor under the State Settlement Agreements by RJRT, the industry operating profits, as defined in those agreements, were increased. As a result, our costs related to the State Settlement Agreements for the first quarter of 2012 have been increased. The increase in our costs associated with these restatements reported by RJRT amounted to approximately $7 million and was recorded in the first quarter of 2012. If further prior year profit adjustments are reported by industry participants in the future, our costs related to the State Settlement Agreements could be affected, either up or down. After adjusting for the impact on our costs of the RJRT restatements, operating income was $399 million for the first quarter of 2012. Adjusted operating income in the first quarter of 2012 decreased 5.2% compared to the first quarter of 2011. Adjusted diluted earnings per share in the 2012 first quarter increased 1.8% compared to the prior year to $1.74.
Three months ended March 31, 2012
Gross Profit | Operating Income |
Net Income | Diluted EPS |
|||||||||||||
Reported (GAAP) results |
$ | 523 | $ | 392 | $ | 223 | $ | 1.70 | ||||||||
GAAP results include the following: |
||||||||||||||||
Impact of RJRT restatement of its 2001 2005 operating income and restructuring charges on Lorillards tobacco settlement expense included in cost of sales |
7 | 7 | 6 | 0.04 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted (Non-GAAP) results |
$ | 530 | $ | 399 | $ | 229 | $ | 1.74 |
Page 9 of 9
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