Delaware (State or other jurisdiction of incorporation) | 001-35081 (Commission File Number) | 80-0682103 (I.R.S. Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 Condition |
Item 9.01. | Financial Statements and Exhibits |
(c) | Exhibits The exhibit set forth below is being furnished pursuant to Item 2.02. |
Exhibit Number | Description |
99.1 | Press release of Kinder Morgan, Inc. issued January 15, 2014. |
KINDER MORGAN, INC. | ||||
Registrant |
Dated: January 15, 2014 | By: | /s/ Kimberly A. Dang | ||||
Kimberly A. Dang Vice President |
Exhibit Number | Description | |
99.1 | Press release of Kinder Morgan, Inc. issued January 15, 2014. |
KMI - Q4 Earnings | Page 2 |
• | KMI repurchased 5.2 million shares of its common stock during the fourth quarter for approximately $172 million. KMI has fully utilized the $350 million share and warrant repurchase program authorized by the board of directors in July of 2013 and has $94 million remaining on the $250 million authorized by the board in October of 2013 for share and warrant repurchase. |
KMI - Q4 Earnings | Page 3 |
CONTACTS | ||||
Media Relations | Investor Relations | |||
Larry Pierce | (713) 369-9490 | |||
(713) 369-9407 | km_ir@kindermorgan.com | |||
larry_pierce@kindermorgan.com | www.kindermorgan.com | |||
Kinder Morgan, Inc. and Subsidiaries Preliminary Cash Available to Pay Dividends (Non-GAAP, Unaudited) (In millions, except per share amounts) | ||||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
KMP distributions to us | ||||||||||||||||
From ownership of general partner interest (1) | $ | 462 | $ | 397 | $ | 1,756 | $ | 1,454 | ||||||||
On KMP units owned by us (2) | 37 | 34 | 147 | 120 | ||||||||||||
On KMR shares owned by us (3) | 22 | 20 | 83 | 73 | ||||||||||||
Total KMP distributions to us | 521 | 451 | 1,986 | 1,647 | ||||||||||||
EPB distributions to us | ||||||||||||||||
From ownership of general partner interest (4) | 56 | 46 | 211 | 118 | ||||||||||||
On EPB units owned by us (5) | 58 | 55 | 230 | 157 | ||||||||||||
Total EPB distributions to us | 114 | 101 | 441 | 275 | ||||||||||||
Cash generated from KMP and EPB | 635 | 552 | 2,427 | 1,922 | ||||||||||||
General and administrative expenses and other (6) | (9 | ) | (9 | ) | (50 | ) | (35 | ) | ||||||||
Interest expense | (10 | ) | (14 | ) | (132 | ) | (181 | ) | ||||||||
Cash taxes (7) | (130 | ) | (109 | ) | (516 | ) | (419 | ) | ||||||||
Cash available for distribution to us from KMP and EPB | 486 | 420 | 1,729 | 1,287 | ||||||||||||
Cash available from other assets | ||||||||||||||||
Cash generated from other assets (8) | 84 | 115 | 375 | 439 | ||||||||||||
EP debt assumed interest expense (9) | (71 | ) | (81 | ) | (316 | ) | (235 | ) | ||||||||
EP acquisition debt interest expense (10) | (17 | ) | (15 | ) | (75 | ) | (80 | ) | ||||||||
Cash available for distribution to us from other assets | (4 | ) | 19 | (16 | ) | 124 | ||||||||||
Cash available to pay dividends (11) | $ | 482 | $ | 439 | $ | 1,713 | $ | 1,411 | ||||||||
Weighted Average Shares Outstanding for Dividends (12) | 1,041 | 1,039 | 1,040 | 908 | ||||||||||||
Cash Available Per Average Share Outstanding | $ | 0.46 | $ | 0.42 | $ | 1.65 | $ | 1.55 | ||||||||
Declared Dividend | $ | 0.41 | $ | 0.37 | $ | 1.60 | $ | 1.40 |
Notes: | |
(1) | Based on (i) Kinder Morgan Energy Partners, L.P. (KMP) distributions of $1.36 and $5.33 per common unit declared for the three months and year ended December 31, 2013, respectively, and $1.29 and $4.98 per common unit declared for the three months and year ended December 31, 2012, respectively; (ii) 381 million and 340 million aggregate common units, Class B units and i-units (collectively KMP units) outstanding as of April 29, 2013 and April 30, 2012, respectively; (iii) 433 million and 347 million KMP units outstanding as of July 31, 2013 and 2012, respectively; (iv) 438 million and 365 million KMP units outstanding as of October 31, 2013 and 2012, respectively; (v) 444 million KMP units estimated to be outstanding as of January 31, 2014 and 373 million KMP units outstanding as of January 31, 2013; (vi) waived incentive distributions of $4 million for the year ended December 31, 2013 and $7 million and $26 million for the three months and year ended December 31, 2012, respectively, related to KMP's acquisition of its initial 50% interest in May 2010, and subsequently, the remaining 50% interest in May 2011 of KinderHawk; and (vii) waived incentive distributions of $25 million and $75 million for the three months and year ended December 31, 2013, respectively, as a result of KMP's acquisition of Copano. In addition, we as the general partner of KMP, agreed to waive a portion of our future incentive distributions related to the Copano acquisition in the amounts of $120 million in 2014, $120 million in 2015, $110 million in 2016, and annual amounts thereafter decreasing by $5 million per year from the 2016 level. |
(2) | Based on 28 million in 2013, and 22 million as of March 31 and June 30, 2012, and 26 million as of September 30 and December 31, 2012, KMP units owned by us, multiplied by the KMP per unit distribution declared, as outlined in footnote (1) above. |
(3) | Assumes that we sold the Kinder Morgan Management, LLC (KMR) shares that we estimate to be received as distributions for the three months and year ended December 31, 2013 and received as distributions for the three months and year ended December 31, 2012, respectively. We did not sell any KMR shares in 2013 or 2012. We intend periodically to sell the KMR shares we receive as distributions to generate cash. |
(4) | Based on (i) El Paso Pipelines Partners, L.P. (EPB) distributions of $0.65 and $2.55 per common unit declared for the three months and year ended December 31, 2013, respectively, and $0.61 and $1.74 per common unit declared for the three and nine months ended December 31, 2012; (ii) 216 million common units outstanding as of April 29, 2013; (iii) 218 million and 208 million common units outstanding as of July 31, 2013 and 2012, respectively; (iv) 218 million and 216 million common units outstanding as of October 31, 2013 and 2012, respectively; and (v) 218 million common units estimated to be outstanding as of January 31, 2014 and 216 million common units outstanding as of January 31, 2013. |
(5) | Based on 90 million EPB units owned by us as of December 31, 2013 and 2012, multiplied by the EPB per unit distribution declared, as outlined in footnote (4) above. |
(6) | Represents corporate general and administrative expenses, corporate sustaining capital expenditures, and other income and expense. |
(7) | 2013 and 2012 Cash taxes were calculated based on the income and expenses included in the table, deductions related to the income included, and use of net operating loss carryforwards of $300 million and $200 million, respectively. |
(8) | Represents cash available from former El Paso Corporation (EP) assets that remain at KMI , including TGP, EPNG and El Paso midstream assets for the periods presented prior to their drop-down to KMP, and our 20% interest in NGPL, net of general and administrative expenses related to KMI's EP assets. Amounts include our share of pre-tax earnings, plus depreciation, depletion and amortization, and less cash taxes and sustaining capital expenditures from equity investees. |
(9) | Represents interest expense on debt assumed from the May 25, 2012 EP acquisition. |
(10) | Represents interest associated with Kinder Morgan, Inc.'s (KMI) remaining debt issued to finance the cash portion of EP acquisition purchase price. |
(11) | Excludes $310 million in after-tax expenses associated with the EP acquisition and EP Energy sale for the year ended December 31, 2012. This included (i) $101 million in employee severance, retention and bonus costs; (ii) $55 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; (iv) $68 million write-off associated with the EP acquisition (primarily due to debt repayments) or amortization of capitalized financing fees; (v) $51 million for legal fees and reserves, net of recoveries; and (vi) $19 million benefit associated with pension income. |
(12) | Includes weighted average common stock outstanding and (i) for 2013, approximately 6 million of unvested restricted stock awards issued to management employees that contain rights to dividends and (ii) for 2012, Class B shares, Class C shares and unvested restricted stock awards. |
Kinder Morgan, Inc. and Subsidiaries Preliminary Consolidated Statements of Income (1) (Unaudited) (In millions, except per share amounts) | ||||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | 3,872 | $ | 3,079 | $ | 14,070 | $ | 9,973 | ||||||||
Costs, expenses and other | ||||||||||||||||
Operating expenses | 2,019 | 1,504 | 7,365 | 4,759 | ||||||||||||
Depreciation, depletion and amortization | 479 | 409 | 1,806 | 1,419 | ||||||||||||
General and administrative | 132 | 113 | 613 | 929 | ||||||||||||
Taxes, other than income taxes | 100 | 79 | 395 | 286 | ||||||||||||
Other expense | (18 | ) | 9 | (99 | ) | (13 | ) | |||||||||
2,712 | 2,114 | 10,080 | 7,380 | |||||||||||||
Operating income | 1,160 | 965 | 3,990 | 2,593 | ||||||||||||
Other income (expense) | ||||||||||||||||
Earnings from equity investments | 33 | (85 | ) | 327 | 153 | |||||||||||
Amortization of excess cost of equity investments | (10 | ) | (14 | ) | (39 | ) | (23 | ) | ||||||||
Interest, net | (428 | ) | (406 | ) | (1,675 | ) | (1,399 | ) | ||||||||
Gain on remeasurement of previously held equity interest in Eagle Ford Gathering to fair value | — | — | 558 | — | ||||||||||||
Gain on sale of investments in Express | — | — | 224 | — | ||||||||||||
Other, net | 18 | (10 | ) | 53 | 19 | |||||||||||
Income from continuing operations before income taxes | 773 | 450 | 3,438 | 1,343 | ||||||||||||
Income tax expense | (67 | ) | 26 | (742 | ) | (139 | ) | |||||||||
Income from continuing operations | 706 | 476 | 2,696 | 1,204 | ||||||||||||
Income from discontinued operations, net of tax | — | 15 | — | 160 | ||||||||||||
Loss on sale and remeasurement of KMP's FTC Natural Gas Pipelines disposal group to fair value, net of tax | (2 | ) | (3 | ) | (4 | ) | (937 | ) | ||||||||
Loss from discontinued operations | (2 | ) | 12 | (4 | ) | (777 | ) | |||||||||
Net income | 704 | 488 | 2,692 | 427 | ||||||||||||
Net income attributable to noncontrolling interests | (366 | ) | (268 | ) | (1,499 | ) | (112 | ) | ||||||||
Net income attributable to KMI | $ | 338 | $ | 220 | $ | 1,193 | $ | 315 | ||||||||
Kinder Morgan, Inc. and Subsidiaries Preliminary Consolidated Statements of Income (1) (continued) (Unaudited) (In millions, except per share amounts) | ||||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Class P Shares | ||||||||||||||||
Basic and Diluted Earnings Per Common Share From Continuing Operations (2) | $ | 0.33 | $ | 0.21 | $ | 1.15 | $ | 0.56 | ||||||||
Basic and Diluted Loss Per Common Share From Discontinued Operations | — | — | — | (0.21 | ) | |||||||||||
Total Basic and Diluted Earnings Per Common Share | $ | 0.33 | $ | 0.21 | $ | 1.15 | $ | 0.35 | ||||||||
Class A Shares (2) | ||||||||||||||||
Basic and Diluted Earnings Per Common Share From Continuing Operations (2) | $ | 0.19 | $ | 0.47 | ||||||||||||
Basic and Diluted Loss Per Common Share From Discontinued Operations | — | (0.21 | ) | |||||||||||||
Total Basic and Diluted Earnings Per Common Share | $ | 0.19 | $ | 0.26 | ||||||||||||
Basic Weighted Average Number of Shares Outstanding | ||||||||||||||||
Class P Shares | 1,035 | 742 | 1,036 | 461 | ||||||||||||
Class A Shares | 294 | 446 | ||||||||||||||
Diluted Weighted Average Number of Shares Outstanding (3) | ||||||||||||||||
Class P Shares | 1,035 | 1,039 | 1,036 | 908 | ||||||||||||
Class A Shares | 294 | 446 | ||||||||||||||
Declared dividend per common share | $ | 0.41 | $ | 0.37 | $ | 1.60 | $ | 1.40 |
Notes: | |
(1) | Includes the operations of EP and its consolidated subsidiaries for the periods after May 25, 2012 and earnings per share reflect the issuance of 330 million shares that were used to provide for the equity portion of the EP acquisition purchase price. |
(2) | The Class A shares earnings per share as compared to the Class P shares earnings per share has been primarily reduced by the dividends paid to the Class B shares on February 15, May 16, August 15, and November 15, 2012. On December 26, 2012, all remaining Class A, B and C shares were converted into Class P shares and cancelled. |
(3) | The outstanding KMI warrants and convertible preferred securities (assumed from the May 25, 2012 EP acquisition) were anti-dilutive during the periods presented. |
Kinder Morgan, Inc. and Subsidiaries Preliminary Reconciliation of Cash Available to Pay Dividends from Income from Continuing Operations (Unaudited) (In millions) | |||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Income from continuing operations (1) | $ | 706 | $ | 476 | $ | 2,696 | $ | 1,204 | |||||||
Income from discontinued operations, net of tax (1) (2) | — | 15 | — | 160 | |||||||||||
Income attributable to EPB (3) | — | — | — | (37 | ) | ||||||||||
Distributions declared by EPB for the second quarter and payable in the third quarter of 2012 to KMI (3) | — | — | — | 82 | |||||||||||
Depreciation, depletion and amortization (1) (4) | 479 | 409 | 1,806 | 1,426 | |||||||||||
Amortization of excess cost of equity investments (1) | 10 | 14 | 39 | 23 | |||||||||||
Earnings from equity investments (5) | (98 | ) | 79 | (392 | ) | (223 | ) | ||||||||
Distributions from equity investments | 95 | 91 | 398 | 381 | |||||||||||
Distributions from equity investments in excess of cumulative earnings | 68 | 41 | 185 | 200 | |||||||||||
Difference between equity investment distributable cash flow and distributions received (6) | 21 | 68 | 157 | 160 | |||||||||||
KMP certain items (7) | (23 | ) | 59 | (559 | ) | 92 | |||||||||
KMI certain items (8) | 56 | (2 | ) | 55 | 482 | ||||||||||
KMI deferred tax adjustment (9) | — | (92 | ) | — | (57 | ) | |||||||||
Difference between cash and book taxes | (70 | ) | (52 | ) | 105 | (264 | ) | ||||||||
Difference between cash and book interest expense for KMI | 41 | 37 | 14 | 23 | |||||||||||
Sustaining capital expenditures (10) | (148 | ) | (161 | ) | (405 | ) | (393 | ) | |||||||
KMP declared distribution on its limited partner units owned by the public (11) | (544 | ) | (428 | ) | (2,031 | ) | (1,583 | ) | |||||||
EPB declared distribution on its limited partner units owned by the public (12) | (83 | ) | (77 | ) | (324 | ) | (214 | ) | |||||||
Other (13) | (28 | ) | (38 | ) | (31 | ) | (51 | ) | |||||||
Cash available to pay dividends | $ | 482 | $ | 439 | $ | 1,713 | $ | 1,411 |
Notes | |
(1) | Consists of the corresponding line items in the preceding Preliminary Unaudited Consolidated Statements of Income. |
(2) | 2012 amounts primarily represent income from KMP's FTC Natural Gas Pipelines disposal group, net of tax. |
(3) | On May 25, 2012, we began recognizing income from our investment in EPB, and we received in the third quarter the full distribution for the second quarter of 2012 as we were the holder of record as of July 31, 2012. |
(4) | Year ended 2012 amount includes $7 million associated with KMP's FTC Natural Gas Pipelines disposal group. |
(5) | 2013 amounts exclude a $65 million impairment of our investment in NGPL Holdco LLC. 2012 includes $6 million and $70 million for the three months and year ended December 31, 2012, respectively, associated with KMP's FTC Natural Gas Pipelines disposal group's investment in Rockies Express Pipeline LLC. |
(6) | Consists of the difference between cash available for distributions and the distributions received from our equity investments. |
(7) | Consists of items such as hedge ineffectiveness, legal and environmental reserves, gain/loss on sale, insurance proceeds from casualty losses, and asset acquisition and/or disposition expenses. Year ended 2013 includes (i) $558 million gain on remeasurement of previously held equity interest in Eagle Ford Gathering to fair value; (ii) $177 million for legal reserves related to the rate case and other litigation and environmental matters on KMP's west coast Products Pipelines; and (iii) $140 million, net of tax, gain on the sale of Express. For more information, see KMP’s 4th Quarter 2013 Earnings Release filed on Form 8-K with the SEC on January 15, 2014. |
(8) | 2013 amounts include NGPL Holdco LLC impairment discussed above in footnote (5). The year ended December 31, 2012 primarily represents pre-tax (income) expense associated with the EP acquisition and EP Energy sale and includes (i) $160 million in employee severance, retention and bonus costs; (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; (iv) $108 million write-off (primarily due to repayments) or amortization of capitalized financing fees; (v) $68 million for legal fees and reserves, net of recoveries; and (vi) $29 million benefit associated with pension income. |
(9) | 2012 amounts represent an increase in our state effective tax rate as a result of the EP acquisition. |
(10) | We define sustaining capital expenditures as capital expenditures that do not expand the capacity of an asset. |
(11) | Declared distribution multiplied by limited partner units outstanding on the applicable record date less units owned by us. Includes distributions on KMR shares. KMP must generate the cash to cover the distributions on the KMR shares, but those distributions are paid in additional shares and KMP retains the cash. We do not have access to that cash. |
(12) | Declared distribution multiplied by EPB limited partner units outstanding on the applicable record date less units owned by us. |
(13) | Consists of items such as timing and other differences between earnings and cash, KMP’s and EPB's cash flow in excess of their distributions, non-cash purchase accounting adjustments related to the EP acquisition and going private transaction primarily associated with non-cash amortization of debt fair value adjustments. |
Kinder Morgan, Inc. and Subsidiaries Preliminary Consolidated Balance Sheets (Unaudited) (In millions) | ||||||||
December 31, 2013 | December 31, 2012 (1) | |||||||
ASSETS | ||||||||
Cash and cash equivalents - KMI | $ | 116 | $ | 71 | ||||
Cash and cash equivalents - KMP | 377 | 529 | ||||||
Cash and cash equivalents - EPB | 78 | 114 | ||||||
Other current assets | 3,257 | 2,960 | ||||||
Property, plant and equipment, net - KMI | 2,563 | 2,735 | ||||||
Property, plant and equipment, net - KMP | 27,405 | 22,330 | ||||||
Property, plant and equipment, net - EPB | 5,879 | 5,931 | ||||||
Investments | 5,951 | 5,804 | ||||||
Goodwill - KMI | 17,935 | 18,193 | ||||||
Goodwill - KMP | 6,547 | 5,417 | ||||||
Goodwill - EPB | 22 | 22 | ||||||
Deferred charges and other assets | 4,965 | 4,139 | ||||||
TOTAL ASSETS | $ | 75,095 | $ | 68,245 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Liabilities | ||||||||
Short-term debt - KMI | $ | 725 | $ | 1,153 | ||||
Short-term debt - KMP | 1,504 | 1,155 | ||||||
Short-term debt - EPB | 77 | 93 | ||||||
Other current liabilities | 3,733 | 2,827 | ||||||
Long-term debt - KMI | 9,221 | 9,148 | ||||||
Long-term debt - KMP | 18,410 | 15,907 | ||||||
Long term debt - EPB | 4,179 | 4,254 | ||||||
Preferred interest in general partner of KMP | 100 | 100 | ||||||
Debt fair value adjustments (2) | 1,977 | 2,591 | ||||||
Deferred income taxes | 4,637 | 4,071 | ||||||
Other long-term liabilities | 2,247 | 2,846 | ||||||
Total liabilities | 46,810 | 44,145 | ||||||
Shareholders' Equity | ||||||||
Accumulated other comprehensive loss | (24 | ) | (118 | ) | ||||
Other shareholders' equity | 13,117 | 13,984 | ||||||
Total KMI equity | 13,093 | 13,866 | ||||||
Noncontrolling interests | 15,192 | 10,234 | ||||||
Total shareholders' equity | 28,285 | 24,100 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 75,095 | $ | 68,245 | ||||
Debt, net of cash | ||||||||
KMI (3) | $ | 9,830 | $ | 10,230 | ||||
KMP | 19,537 | 16,533 | ||||||
EPB | 4,178 | 4,233 | ||||||
Total Consolidated Debt | $ | 33,545 | $ | 30,996 |
Notes: | |
(1) | December 2012 balance sheet recast to reflect the transfer of assets among entities under common control. |
(2) | Amounts include the fair value adjustments related to interest rate swaps, debt discounts and premiums, and purchase price allocation adjustments, including adjustments to record EP's debt, including EPB debt, at its May 25, 2012 fair value. |
(3) | Amounts exclude the preferred interest in general partner of KMP. |
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