(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) | |||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Exhibit No. | Description | |
Brown-Forman Corporation Press Release dated March 4, 2020. | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
BROWN-FORMAN CORPORATION | |
(Registrant) | |
Date: March 4, 2020 | /s/ Jaileah X. Huddleston |
Jaileah X. Huddleston | |
Vice President, Assistant General Counsel and Assistant Corporate Secretary |
NEWS RELEASE | ||||
ROB FREDERICK | LEANNE CUNNINGHAM | |||
VICE PRESIDENT | SENIOR VICE PRESIDENT | |||
CORPORATE BRAND & COMMUNICATIONS | SHAREHOLDER RELATIONS OFFICER | |||
502-774-7707 | 502-774-7287 |
• | Underlying net sales grew 3% (+3% reported), maintaining growth consistent with the first half of fiscal 2020 |
◦ | The United States and emerging markets each grew underlying net sales 6% (+7% and +4% reported, respectively), while our developed international markets grew underlying net sales 2% (flat reported) |
◦ | Jack Daniel’s family of brands grew underlying net sales 3% (+2% reported) driven by Jack Daniel’s Tennessee Apple in the United States, Jack Daniel’s RTDs in Germany and the United States, and broad-based growth of Jack Daniel’s Tennessee Honey |
◦ | Premium bourbons grew underlying net sales 22% (+25% reported) led by Woodford Reserve’s 19% underlying net sales growth (+22% reported) and propelled by even stronger net sales growth from Old Forester, our founding brand celebrating its 150th year |
◦ | Our tequila portfolio grew underlying net sales 10% (+9% reported), led by Herradura’s 20% underlying net sales growth (+20% reported) and el Jimador’s 11% underlying net sales growth (+8% reported) |
◦ | Non-branded and bulk underlying net sales declined 27% (-28% reported) reflecting lower used barrel demand and a reduction in bulk whiskey sales |
• | Diluted earnings per share increased 4% to $1.45 |
• | Unfavorable global or regional economic conditions and related low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations |
• | Risks associated with being a U.S.-based company with global operations, including commercial, political, and financial risks; local labor policies and conditions; protectionist trade policies, or economic or trade sanctions, including additional retaliatory tariffs on American spirits and the effectiveness of our actions to mitigate the negative impact on our margins, sales, and distributors; compliance with local trade practices and other regulations, including anti-corruption laws; terrorism; and health pandemics (such as the COVID-19 (coronavirus) outbreak) |
• | Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar |
• | Changes in laws, regulations, or policies – especially those that affect the production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products |
• | Tax rate changes (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, or capital gains) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur |
• | The impact of U.S. tax reform legislation, including as a result of future clarifications and guidance interpreting the statute |
• | Dependence upon the continued growth of the Jack Daniel’s family of brands |
• | Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; legalization of marijuana use on a more widespread basis; shifts in consumer purchase practices from traditional to e-commerce retailers; bar, restaurant, travel, or other on-premise declines; shifts in demographic or health and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation |
• | Decline in the social acceptability of beverage alcohol in significant markets |
• | Production facility, aging warehouse, or supply chain disruption |
• | Imprecision in supply/demand forecasting |
• | Higher costs, lower quality, or unavailability of energy, water, raw materials, product ingredients, labor, or finished goods |
• | Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher fixed costs |
• | Inventory fluctuations in our products by distributors, wholesalers, or retailers |
• | Competitors’ and retailers’ consolidation or other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks |
• | Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value |
• | Inadequate protection of our intellectual property rights |
• | Product recalls or other product liability claims, product counterfeiting, tampering, contamination, or quality issues |
• | Significant legal disputes and proceedings, or government investigations |
• | Failure or breach of key information technology systems |
• | Negative publicity related to our company, brands, marketing, personnel, operations, business performance, or prospects |
• | Failure to attract or retain key executive or employee talent |
• | Our status as a family “controlled company” under New York Stock Exchange rules, and our dual-class share structure |
2019 | 2020 | Change | |||||||
Net sales | $ | 904 | $ | 899 | 0% | ||||
Cost of sales | 333 | 342 | 3% | ||||||
Gross profit | 571 | 557 | (2%) | ||||||
Advertising expenses | 103 | 104 | 0% | ||||||
Selling, general, and administrative expenses | 149 | 153 | 2% | ||||||
Other expense (income), net | (1 | ) | (4 | ) | |||||
Operating income | 320 | 304 | (5%) | ||||||
Non-operating postretirement expense | 15 | 1 | |||||||
Interest expense, net | 21 | 19 | |||||||
Income before income taxes | 284 | 284 | 0% | ||||||
Income taxes | 57 | 53 | |||||||
Net income | $ | 227 | $ | 231 | 2% | ||||
Earnings per share: | |||||||||
Basic | $ | 0.47 | $ | 0.48 | 2% | ||||
Diluted | $ | 0.47 | $ | 0.48 | 2% | ||||
Gross margin | 63.1 | % | 61.9 | % | |||||
Operating margin | 35.3 | % | 33.8 | % | |||||
Effective tax rate | 20.3 | % | 18.6 | % | |||||
Cash dividends paid per common share | $ | 0.1660 | $ | 0.1743 | |||||
Shares (in thousands) used in the | |||||||||
calculation of earnings per share | |||||||||
Basic | 477,301 | 477,898 | |||||||
Diluted | 480,099 | 480,757 |
2019 | 2020 | Change | |||||||
Net sales | $ | 2,580 | $ | 2,654 | 3% | ||||
Cost of sales | 896 | 980 | 9% | ||||||
Gross profit | 1,684 | 1,674 | (1%) | ||||||
Advertising expenses | 303 | 308 | 1% | ||||||
Selling, general, and administrative expenses | 478 | 475 | (1%) | ||||||
Other expense (income), net | (13 | ) | (13 | ) | |||||
Operating income | 916 | 904 | (1%) | ||||||
Non-operating postretirement expense | 19 | 3 | |||||||
Interest expense, net | 61 | 58 | |||||||
Income before income taxes | 836 | 843 | 1% | ||||||
Income taxes | 160 | 144 | |||||||
Net income | $ | 676 | $ | 699 | 3% | ||||
Earnings per share: | |||||||||
Basic | $ | 1.41 | $ | 1.46 | 4% | ||||
Diluted | $ | 1.40 | $ | 1.45 | 4% | ||||
Gross margin | 65.3 | % | 63.1 | % | |||||
Operating margin | 35.5 | % | 34.1 | % | |||||
Effective tax rate | 19.2 | % | 17.1 | % | |||||
Cash dividends per common share: | |||||||||
Declared | $ | 0.6480 | $ | 0.6806 | |||||
Paid | $ | 0.4820 | $ | 0.5063 | |||||
Shares (in thousands) used in the | |||||||||
calculation of earnings per share | |||||||||
Basic | 479,522 | 477,643 | |||||||
Diluted | 482,665 | 480,436 | |||||||
April 30, 2019 | January 31, 2020 | ||||||
Assets: | |||||||
Cash and cash equivalents | $ | 307 | $ | 276 | |||
Accounts receivable, net | 609 | 732 | |||||
Inventories | 1,520 | 1,668 | |||||
Other current assets | 283 | 318 | |||||
Total current assets | 2,719 | 2,994 | |||||
Property, plant, and equipment, net | 816 | 840 | |||||
Goodwill | 753 | 765 | |||||
Other intangible assets | 645 | 654 | |||||
Other assets | 206 | 265 | |||||
Total assets | $ | 5,139 | $ | 5,518 | |||
Liabilities: | |||||||
Accounts payable and accrued expenses | $ | 544 | $ | 558 | |||
Dividends payable | — | 83 | |||||
Accrued income taxes | 9 | 19 | |||||
Short-term borrowings | 150 | 4 | |||||
Total current liabilities | 703 | 664 | |||||
Long-term debt | 2,290 | 2,293 | |||||
Deferred income taxes | 145 | 187 | |||||
Accrued postretirement benefits | 197 | 198 | |||||
Other liabilities | 157 | 171 | |||||
Total liabilities | 3,492 | 3,513 | |||||
Stockholders’ equity | 1,647 | 2,005 | |||||
Total liabilities and stockholders’ equity | $ | 5,139 | $ | 5,518 | |||
2019 | 2020 | ||||||
Cash provided by operating activities | $ | 577 | $ | 509 | |||
Cash flows from investing activities: | |||||||
Additions to property, plant, and equipment | (84 | ) | (84 | ) | |||
Acquisition of business, net of cash acquired | — | (22 | ) | ||||
Other | (2 | ) | (5 | ) | |||
Cash used for investing activities | (86 | ) | (111 | ) | |||
Cash flows from financing activities: | |||||||
Net change in short-term borrowings | (13 | ) | (150 | ) | |||
Acquisition of treasury stock | (206 | ) | (1 | ) | |||
Dividends paid | (231 | ) | (242 | ) | |||
Other | (8 | ) | (33 | ) | |||
Cash used for financing activities | (458 | ) | (426 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (12 | ) | (3 | ) | |||
Net increase (decrease) in cash and cash equivalents | 21 | (31 | ) | ||||
Cash and cash equivalents, beginning of period | 239 | 307 | |||||
Cash and cash equivalents, end of period | $ | 260 | $ | 276 | |||
Brown-Forman Corporation | |||||||
Supplemental Information (Unaudited) | |||||||
As Reported | |||||||
Three Months Ended | Nine Months Ended | Fiscal Year Ended | |||||
January 31, 2020 | January 31, 2020 | April 30, 2019 | |||||
Reported change in net sales | —% | 3% | 2% | ||||
Acquisitions and divestitures | —% | —% | —% | ||||
New accounting standard | —% | —% | 1% | ||||
Foreign exchange | 1% | —% | 2% | ||||
Estimated net change in distributor inventories | 3% | —% | —% | ||||
Underlying change in net sales | 3% | 3% | 5% | ||||
Reported change in gross profit | (2)% | (1)% | (2)% | ||||
Acquisitions and divestitures | —% | —% | —% | ||||
New accounting standard | —% | —% | 1% | ||||
Foreign exchange | 1% | —% | 2% | ||||
Estimated net change in distributor inventories | 4% | —% | —% | ||||
Underlying change in gross profit | 3% | —% | 2% | ||||
Reported change in advertising expenses | —% | 1% | (2)% | ||||
Acquisitions and divestitures | —% | —% | —% | ||||
New accounting standard | —% | —% | 4% | ||||
Foreign exchange | —% | 1% | 2% | ||||
Underlying change in advertising expenses | —% | 3% | 3% | ||||
Reported change in SG&A | 2% | (1)% | (16)% | ||||
Acquisitions and divestitures | (1)% | (1)% | —% | ||||
New accounting standard | —% | —% | 1% | ||||
Foundation | —% | —% | 8% | ||||
Foreign exchange | —% | 1% | 2% | ||||
Underlying change in SG&A | 2% | —% | (5)% | ||||
Reported change in operating income | (5)% | (1)% | 9% | ||||
Acquisitions and divestitures | —% | —% | —% | ||||
Foundation | —% | —% | (7)% | ||||
Foreign exchange | 3% | —% | 3% | ||||
Estimated net change in distributor inventories | 7% | —% | —% | ||||
Underlying change in operating income | 5% | (1)% | 5% | ||||
Note: Totals may differ due to rounding |
% Change vs. Prior Year Period | |||||||
Brand3 | Depletions3 | Net Sales2 | |||||
9-Liter | Drinks Equivalent3 | Reported | Acquisitions and Divestitures | Foreign Exchange | Estimated Net Change in Distributor Inventories | Underlying | |
Whiskey | 4% | 3% | 4% | —% | —% | —% | 5% |
Jack Daniel’s family of brands | 3% | 3% | 2% | —% | —% | —% | 3% |
Jack Daniel’s Tennessee Whiskey | —% | —% | (2)% | —% | —% | 1% | —% |
Jack Daniel’s RTD and RTP | 4% | 4% | 6% | —% | 1% | (1)% | 7% |
Jack Daniel’s Tennessee Honey | 7% | 7% | 4% | —% | 1% | 2% | 7% |
Gentleman Jack | 7% | 7% | 3% | —% | —% | 3% | 7% |
Jack Daniel’s Tennessee Fire | 2% | 2% | (2)% | —% | 1% | 2% | 1% |
Other Jack Daniel’s Whiskey Brands | 67% | 67% | 65% | —% | —% | (24)% | 41% |
Woodford Reserve | 21% | 21% | 22% | —% | —% | (3)% | 19% |
Rest of Whiskey | 2% | 2% | 14% | —% | 1% | —% | 15% |
Tequila | (6)% | —% | 9% | —% | —% | 1% | 10% |
el Jimador | 2% | 2% | 8% | —% | —% | 3% | 11% |
Herradura | 10% | 10% | 20% | —% | —% | (1)% | 20% |
Rest of Tequila | (9)% | (9)% | (2)% | —% | —% | 1% | (1)% |
Vodka | (6)% | (6)% | (8)% | —% | —% | 1% | (7)% |
Wine | —% | —% | 4% | —% | —% | (3)% | 1% |
Rest of Portfolio | —% | —% | 5% | (4)% | (1)% | (3)% | (3)% |
Non-Branded and Bulk | NM | NM | (28)% | —% | —% | —% | (27)% |
Total Portfolio | 1% | 2% | 3% | —% | —% | —% | 3% |
Other Brand Aggregations | |||||||
American whiskey | 4% | 4% | 4% | —% | —% | —% | 4% |
Premium bourbons | 24% | 24% | 25% | —% | —% | (3)% | 22% |
Geographic Area3 | Net Sales2 | ||||
Reported | Acquisitions and Divestitures | Foreign Exchange | Estimated Net Change in Distributor Inventories | Underlying | |
United States | 7% | —% | —% | (2)% | 6% |
Developed International | —% | —% | 1% | 1% | 2% |
United Kingdom | (9)% | —% | 1% | —% | (7)% |
Australia | (2)% | —% | 3% | —% | 1% |
Germany | 6% | —% | (1)% | —% | 5% |
France | 3% | —% | —% | —% | 3% |
Japan | 3% | —% | (2)% | —% | 1% |
Rest of Developed International | 2% | —% | 2% | 5% | 8% |
Emerging | 4% | —% | —% | 2% | 6% |
Mexico | 1% | —% | (1)% | 1% | 2% |
Poland | 3% | —% | 3% | —% | 6% |
Russia | 14% | —% | 3% | (1)% | 15% |
Brazil | 12% | —% | 6% | (11)% | 6% |
Rest of Emerging | 2% | —% | (2)% | 7% | 7% |
Travel Retail | (4)% | —% | 1% | 1% | (3)% |
Non-Branded and Bulk | (28)% | —% | —% | —% | (27)% |
Total | 3% | —% | —% | —% | 3% |
• | “Acquisitions and divestitures.” This adjustment removes (a) any non-recurring effects related to our acquisitions and divestitures (e.g., transaction costs and integration costs), and (b) the effects of operating activity related to acquired and divested brands for periods not comparable year over year (non-comparable periods). By excluding non-comparable periods, we therefore include the effects of acquired and divested brands only to the extent that results are comparable year over year. |
• | “New accounting standard.” Under Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers,” we recognize the cost of certain customer incentives earlier than we did before adopting ASC 606. Although this change in timing did not have a significant impact on a full-year basis, there was some change in the timing of recognition across periods. Additionally, some payments to customers that we classified as expenses before adopting the new standard are classified as reductions of net sales under our new policy. This adjustment allows us to look at underlying change on a comparable basis. |
• | “Foreign exchange.” We calculate the percentage change in certain line items of the statements of operations in accordance with GAAP and adjust to exclude the cost or benefit of currency fluctuations. Adjusting for foreign exchange allows us to understand our business on a constant-dollar basis, as fluctuations in exchange rates can distort the underlying trend both positively and negatively. (In this release, “dollar” always means the U.S. dollar unless stated otherwise.) To eliminate the effect of foreign exchange fluctuations when comparing across periods, we translate current-year results at prior-year rates and remove transactional and hedging foreign exchange gains and losses from current- and prior-year periods. |
• | “Estimated net change in distributor inventories.” This adjustment refers to the estimated net effect of changes in distributor inventories on changes in certain line items of the statements of operations. For each period compared, we use volume information from our distributors to estimate the effect of distributor inventory changes in certain line items of the statements of operations. We believe that this adjustment reduces the effect of varying levels of distributor inventories on changes in certain line items of the statements of operations and allows us to understand better our underlying results and trends. |
• | “Foundation.” In fiscal 2018, we established the Brown-Forman Foundation (the Foundation) with an initial $70 million contribution to support the Company’s charitable giving program in the communities where our employees live and work. This adjustment removes the initial $70 million contribution to the Foundation from our underlying SG&A expenses and underlying operating income to present our underlying results on a comparable basis. |
• | “Developed International” markets are “advanced economies” as defined by the IMF, excluding the United States. Our largest developed international markets are the United Kingdom, Australia, Germany, France, and Japan. This aggregation represents our net sales of branded products to these markets. |
• | “Emerging” markets are “emerging and developing economies” as defined by the IMF. Our largest emerging markets are Mexico, Poland, Russia, and Brazil. This aggregation represents our net sales of branded products to these markets. |
• | “Travel Retail” represents our net sales of branded products to global duty-free customers, other travel retail customers, and the U.S. military regardless of customer location. |
• | “Non-branded and bulk” includes our net sales of used barrels, bulk whiskey and wine, and contract bottling regardless of customer location. |
• | “Whiskey” includes all whiskey spirits and whiskey-based flavored liqueurs, ready-to-drink (RTD), and ready-to-pour products (RTP). The brands included in this category are the Jack Daniel's family of brands, Woodford Reserve, Canadian Mist, GlenDronach, BenRiach, Glenglassaugh, Old Forester, Early Times, Slane Irish Whiskey, and Coopers’ Craft. |
• | “American whiskey” includes the Jack Daniel’s family of brands, premium bourbons (defined below), super-premium American whiskey (defined below), and Early Times. |
◦ | “Jack Daniel’s family of brands” includes Jack Daniel’s Tennessee Whiskey (JDTW), Jack Daniel’s RTD and RTP products (JD RTD/RTP), Jack Daniel’s Tennessee Honey (JDTH), Gentleman Jack, Jack Daniel’s Tennessee Fire (JDTF), Jack Daniel’s Single Barrel Collection (JDSB), Jack Daniel’s Tennessee Rye Whiskey (JDTR), Jack Daniel’s Sinatra Select, Jack Daniel’s No. 27 Gold Tennessee Whiskey, Jack Daniel’s Bottled-in-Bond, and Jack Daniel’s Tennessee Apple. |
◦ | “Jack Daniel’s RTD and RTP” products include all RTD line extensions of Jack Daniel’s, such as Jack Daniel’s & Cola, Jack Daniel’s & Diet Cola, Jack & Ginger, Jack Daniel’s Country Cocktails, Gentleman Jack & Cola, Jack Daniel’s Double Jack, Jack Daniel’s American Serve, Jack Daniel’s Tennessee Honey RTD, Jack Daniel’s Cider, Jack Daniel’s Lynchburg Lemonade (JD Lynchburg Lemonade), and the seasonal Jack Daniel’s Winter Jack RTP. |
◦ | “Super-premium American whiskey” includes Woodford Reserve, Jack Daniel’s Single Barrel, Gentleman Jack, Jack Daniel’s Sinatra Select, and Jack Daniel’s No. 27 Gold Tennessee Whiskey. |
◦ | “Premium bourbons” includes Woodford Reserve, Old Forester, and Coopers’ Craft. |
• | “Tequila” includes el Jimador, Herradura, New Mix, Pepe Lopez, and Antiguo. |
• | “Vodka” includes Finlandia. |
• | “Wine” includes Korbel Champagne and Sonoma-Cutrer wines. |
• | “Non-branded and bulk” includes our net sales of used barrels, bulk whiskey and wine, and contract bottling regardless of customer location. |
• | “Depletions.” We generally record revenues when we ship our products to our customers. “Depletions” is a term commonly used in the beverage alcohol industry to describe volume. Depending on the context, “depletions” means either (a) our shipments directly to retail or wholesale customers for owned distribution markets or (b) shipments from our distributor customers to retailers and wholesalers in other markets. We believe that depletions measure volume in a way that more closely reflects consumer demand than our shipments to distributor customers do. In this document, unless otherwise specified, we refer to “depletions” when discussing volume. |
• | “Drinks-equivalent.” Volume is discussed on a nine-liter equivalent unit basis (nine-liter cases) unless otherwise specified. At times, we use a “drinks-equivalent” measure for volume when comparing single-serve ready-to-drink or ready-to-pour brands to a parent spirits brand. “Drinks-equivalent” depletions are RTD and RTP nine-liter cases converted to nine-liter cases of a parent brand on the basis of the number of drinks in one nine-liter case of the parent brand. To convert RTD volumes from a nine-liter case basis to a drinks-equivalent nine-liter case basis, RTD nine-liter case volumes are divided by 10, while RTP nine-liter case volumes are divided by 5. |
• | “Consumer takeaway.” When discussing trends in the market, we refer to “consumer takeaway,” a term commonly used in the beverage alcohol industry. “Consumer takeaway” refers to the purchase of product by consumers from retail outlets as measured by volume or retail sales value. This information is provided by third parties, such as Nielsen and the National Alcohol Beverage Control Association (NABCA). Our estimates of market share or changes in market share are derived from consumer takeaway data using the retail sales value metric. We believe consumer takeaway is a leading indicator of how consumer demand is trending. |
'13QWJHBY?1]JZK](?>>+[LXX,,1GRR'4
MPX.[D!XD7;$NG3M2.9S:N
M>DU^&WE^GD^ZRN,\9NR70\]'BPNIZ876TS9D==\+=!ZO[,<*6D6H1#XL7,X]
MI=7IXX->R1#R:I"12EP[*/R7.9?,<0^^OIQJGOK^@O)H#
X&]#^+&JP7D)C/$CX;_ %7 S;5//RLV4ME!.5=Y[,7%];:9.(0$
M$6?*&\(Z*].*M:3VC #,DRTW]%":\AO].98;T[9HCL60]->8X6VU70[F]R;!
M=0+F;RY:@]^#;Z7H\VG\78][>?#R#J7#'-Q[R8?'N/U5ZL7"06LUS-/%(L0B
M%:,105KVXG>\TNXX-Q%EJ@#4-:CGP]K
X7&-PJXQYD4D#8>6E(>8$=@32
MX5DQD?:O69QR5D'8[3@!<'0GEU[XR@JX<& 5!L2+X4
MX6L9<3BZ*+]&%QG7E\]E$VI['K+"9_4DS>.5H]/RO$Z+Z=%%O'YU&'Z&XM.]
M>/0.V^L/FC"D#1!.$ @%181*12!A<1&&F$,LR38MXJGH^WES>"V#Y6_"KJ/1
MM+JU.AYFER_5\7.,LU;:S%IC)@8";03%'CI.J822X_BC+.'&,V5L9Y-!.V R
MVX1N6ZO+89,V\[C7Y&E=?SD^;,K)CV>BT*5]$B/C6AH76"%B;(^LD %R;9XOZOFLQ'%8^&$.,4)Y]9+P82%!#!"KX,I#S&59D?C
MT W06&X;NUTQ&4FD81 CXS&FF!A%."/1 3,8USVDMEFW>'D NA6#>!TR6^.[
MG,W*8JZN6AI2+!>.L[(" 0$$UY12+H2.TVRG*I$WP()_7WBY#C4/65X7C]_
MLGX-RWH1"',"/(((0VRI0$PZR8F/V#@."7;\WQ<1]L-R-SRVQ?+GLOA9-EEQ
M Z!XBP.W>K3EMG.0\O/RP0PD^%\_O'Z?%%<_54MZQEL(++.&\.1T<1)
M+'F=[@)[E[+2MJ,6J9W'R@M!-$762&8$U!K \+6DQ/3<:59ZLN(ZJQ0U6L9O
MX6#<.MMAS$O ^0[J=' H->"B";2-WC0./[XY+\8WK\?A8'2
M^'J\?.'WJCX@)#) 2D$0#.,F29"N]_QP&*RC-!)LJX40YFP8A@&F'&7$:@3#
M7 S9!F$TO5]YFO5]H.Z;%U>0T@T-C.6&(?PL1$^TBWL#B9;3-E)EK9&OA;,
MM(YC@SG=.!,/(#4:A>8U7_WO;#S-X0!@R!D0),S6+!<6*1$F;ZM\\1SA-/B\
M5 -G(2,UEZ$*3JG2@EE J/3<&:.=[OLAF%76K"3]6'_(2G'9QVGR+*F1B;'0
MZ=N_1L!)MZX[X+Q@R$[8M#'PM8"F50P;D&GO2#)@3/CX<791?)L.RC=Z^G+D
M;HD%(3.<0*[.#"AYX@'2S?(1]$@SJZEPE'K,)$ $?_<
MPH[O;M_PKG9;=ZYO>,>Z+;O205[^,=$'X:6@RM"^'2UC*66D1C=0F,Y!Z6&L
MWN11S &9%O-3=@7A SMW.M*AF3EHAF
MSEKW!7R2>[/.&-HX@^2?*XH.7\X2DK_^ 3OBBWC2*LUBKO
MQK$U44>@+V2@^$\<1K+9S\YI;B#T"_="L)U;%0E68V6&COZG\_/O[$;ZW' PK@&3J\.?;XZ':FVAA1BSGE>(%?-O.T@_T^4M46X
M1SR6>1. /N5>C_?#G01AG/F\ X^%M8N#Z\N3XX/]^O7-0>WH^.)H?_^D>E*Y
M/+RXJ%3K!_#"![Y97,\"=I(0%EJ"O:.YA7[ZTM3X*,C/*BNG$Y[_HZC$Z[6S
M[R) %,(R,M"ZO:C- I"0BO@4
ME),(<'SXW(\Q2V"(R,]#S;T,?^RQOX2V-QPP9+GTI]@:8"088Z$;("<$PH,;
M:#_P2',0,,3P69CL\ O 1'J2O@-C(%3LQ][]'FL)7P3<\_J,.X[H:EO%<4 I
M1Z"4D0GA[2YP'=M%F-_O_?I+];!R]J"-'3_%Q- 2<@6,"-\ PT;U2BQLJ]C#
M7^Q)BAY^.V1AW(4/=D &A,CGNSCE,&[ ,D8Q"@*8Y7MM><$'8R_28"B8O49O
MJ"TI+0"&< :BJP*?^P1(8D>M4/0S8
1+-5+ZY1PX.>1(-L_
M84%7+N-<"P,,3M?1[_ZCL 5CU3#\K
M90(:EQX'L_K
0E,8O=KU)^+H*CT<'
MGV+BAEGGB
(B;X'=84X%Z%!&7H#&5SU0OMD%W[
M+HCF/[D?\Z#/ZM42JU5J TFQ/(G]^DN]-E"?&'G^G@,S&>;C#@Y;T
MS?1X'*GT@C$]])6>=*/VZ7%][^CD\&B_4CVJ'1R=5$[>I8Z_HSR/=T-QFOXQ
MP=,[ ]\;'H'Y^K_O'._,]LS-@+7:N[.="2,KF