UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
HARRIS CORPORATION
(Exact name of the registrant as specified in its charter)
Delaware | 1-3863 | 34-0276860 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
1025 West NASA Boulevard, Melbourne, Florida | 32919 | |||
(Address of principal executive offices) | (Zip code) |
Scott T. Mikuen, (321) 727-9100
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013 |
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Form SD Specialized Disclosure Report for Harris Corporation was filed for the reporting period from January 1, 2013 to December 31, 2013 (this 2013 SD Filing).
Harris Corporation, together with its subsidiaries, is an international communications and information technology company serving government and commercial markets in more than 125 countries. We are dedicated to developing best-in-class assured communications® products, systems and services for global markets, including RF communications, integrated network solutions and government communications systems.
We structure our operations primarily around the products and services we sell and the markets we serve, and we report the financial results of our operations in the following three reportable operating or business segments RF Communications, Integrated Network Solutions and Government Communications Systems. Our RF Communications segment is a global supplier of secure tactical radio communications and embedded high-grade encryption solutions for military, government and commercial customers and also of secure communications systems and equipment for public safety, utility and transportation organizations. Our Integrated Network Solutions segment provides government, energy, maritime and healthcare customers with integrated communications and information technology and services, including mission-critical end-to-end information technology (IT) services, managed satellite and terrestrial communications solutions and standards-based healthcare interoperability solutions. Our Government Communications Systems segment conducts advanced research and develops, produces, integrates and supports advanced communications and information systems that solve the mission-critical challenges of our civilian, intelligence and defense government customers worldwide, primarily the U.S. Government. Our RF Communications and Government Communications Systems segments are our two product-oriented segments, and our Integrated Network Solutions segment primarily provides services.
Because we believed for the reporting period from January 1, 2013 to December 31, 2013 (the 2013 Reporting Period) that one or more conflict minerals (as defined in paragraph (d) of Item 1.01 of Form SD) were necessary to the functionality or production of many of the products manufactured by us or contracted by us to be manufactured, we conducted in good faith a reasonable country of origin inquiry (RCOI) regarding those conflict minerals pursuant to Item 1.01 of Form SD. Below is a brief description of our RCOI and our RCOI results.
1
RCOI and RCOI Results
We focused our RCOI on our RF Communications and Government Communications Systems segments, which are our two product-oriented segments, as noted above. Due to the vast number of suppliers in our supply chain for those segments, we used for the 2013 Reporting Period (the initial reporting period under the U.S. Securities and Exchange Commission conflict minerals rules (Conflict Minerals Rules)) a survey approach targeting the larger-dollar-volume suppliers for those segments.
We used the survey template developed by the Electronic Industry Citizens Coalition (EICC) and the Global e-Sustainability Initiative (GeSI). This survey form was designed to ascertain from a supplier the presence, if any, and source, origin and processing facility of conflict minerals in the products, materials and supplies that supplier provides to us, as well as to obtain other information regarding the supply chain for those conflict minerals, that suppliers conflict minerals program and the reliability of the information provided by that supplier.
Our targeted group of larger-dollar-volume suppliers for our RF Communications and Government Communications Systems segments represented approximately 60% of the total direct spend with suppliers (including original equipment manufacturers supplying to us through distributors) for those segments (the Total Direct Spend). In advance of sending our survey form to our targeted suppliers, we sent a letter to all of the direct suppliers for our RF Communications and Government Communications Systems segments notifying them regarding the Conflict Minerals Rules and our conflicts minerals policy and that we may request them to complete a conflict minerals survey form, for which we would need their accurate and timely responses. We then sent our survey form to our targeted suppliers. We analyzed each completed survey form for completeness and content relative to the types of information we sought and otherwise to determine if it was reasonable for us to rely on the suppliers response and the information included therein. We followed up with non-responsive suppliers and those submitting surveys that were incomplete or contained inconsistent information.
We received completed survey forms from responsive suppliers representing approximately 76% of our Surveyed Spend (as defined below), or approximately 46% of our Total Direct Spend. In addition, we received unsolicited surveys from suppliers representing approximately an additional 2% of our Surveyed Spend, or approximately an additional 1% of our Total Direct Spend. Thus, we received solicited and unsolicited completed survey forms on which we determined it was reasonable for us to rely from suppliers representing approximately 47% of our Total Direct Spend (and we refer in this 2013 SD Filing to our Total Direct Spend represented by the suppliers from whom we solicited survey forms, together with those from whom we received unsolicited survey forms, as our Surveyed Spend).
2
A summary of certain information in those solicited and unsolicited completed survey forms follows:
| Suppliers responding that the products, materials and supplies those suppliers provided to us did not contain any of the four conflict minerals (tin, tantalum, tungsten, gold) represented approximately 27% of our Surveyed Spend (approximately 16% of our Total Direct Spend). |
| Suppliers responding that any conflict minerals in the products, materials and supplies those suppliers provided to us did not originate in the Democratic Republic of the Congo or an adjoining country (as defined in paragraph (d) of Item 1.01 of Form SD) (collectively, the covered countries) represented approximately 13% of our Surveyed Spend (approximately 8% of our Total Direct Spend). |
| Suppliers responding that the source of any conflict minerals in the products, materials and supplies those suppliers provided to us was uncertain or unknown represented approximately 35% of our Surveyed Spend (approximately 21% of our Total Direct Spend). |
| Suppliers responding that any conflict minerals in the products, materials and supplies those suppliers provided to us were believed to have originated from the covered countries represented approximately 3% of our Surveyed Spend (approximately 2% of our Total Direct Spend). |
| In addition, there were 9 instances in which suppliers responded that there were conflict minerals in the products, materials and supplies those suppliers provided to us that originated from recycled or scrap sources. |
| Also, there were 6 instances in which suppliers responded that there were conflict minerals in the products, materials and supplies those suppliers provided to us that originated from a country with no known reserves of or mines for the applicable conflict mineral. |
3
Based on our RCOI, we determined for the 2013 Reporting Period that (a) the necessary conflict minerals in the products, materials and supplies provided to us by the suppliers responding as described in the second bullet above did not originate in the Democratic Republic of the Congo or an adjoining country or that we had no reason to believe that such necessary conflict minerals may have originated in the Democratic Republic of the Congo or an adjoining country; and (b) the necessary conflict minerals in the products, materials and supplies provided to us by the suppliers responding as described in the fifth bullet above did come from recycled or scrap sources or that we reasonably believed that such necessary conflict minerals may have come from recycled or scrap sources.
Additionally, for the necessary conflict minerals in the products, materials and supplies provided to us by the suppliers responding as described in the third, fourth and sixth bullets above, we determined based on our RCOI for the 2013 Reporting Period that we knew such necessary conflict minerals originated in the Democratic Republic of the Congo or an adjoining country and are not from recycled or scrap sources, or that we had reason to believe that such necessary conflict minerals may have originated in the Democratic Republic of the Congo or an adjoining country and have reason to believe that such necessary conflict minerals may not be from recycled or scrap sources. Consequently, we exercised due diligence on the source and custody of such necessary conflict minerals pursuant to Item 1.01(c) of Form SD, and we have filed a Conflict Minerals Report as Exhibit 1.02 to this Form SD.
Our 2013 SD Filing and Conflict Minerals Report are publicly available on our Internet website at the following link:
http://harris.com/corporate_responsibility/ext_conflict_minerals.aspx
Item 1.02 Exhibit
Our Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.02 to this Form SD.
Section 2 Exhibits
Item 2.01 Exhibits
The following exhibit is filed herewith:
Exhibit 1.02 Conflict Minerals Report as required by Items 1.01 and 1.02.
4
SIGNATURES
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 duly authorized undersigned.
HARRIS CORPORATION | ||
By: | /s/ Miguel A. Lopez | |
Name: | Miguel A. Lopez | |
Title: | Senior Vice President and Chief Financial Officer |
Date: May 30, 2014
5
Exhibit 1.02
Harris Corporation
Conflict Minerals Report
For the Reporting Period from January 1, 2013 to December 31, 2013
This Conflict Minerals Report for Harris Corporation for the reporting period from January 1, 2013 to December 31, 2013 (this CMR) was filed pursuant to Item 1.01(c) of Form SD Specialized Disclosure Report (Form SD). See the Form SD Specialized Disclosure Report for Harris Corporation for the reporting period from January 1, 2013 to December 31, 2013 (the 2013 SD Filing) for the disclosures required therein regarding certain of our necessary conflict minerals (as defined in paragraph (d) of Item 1.01 of Form SD), including information regarding our reasonable country of origin inquiry (RCOI) and our RCOI results.
Due Diligence
For the necessary conflict minerals in the products, materials and supplies provided to us by the suppliers who submitted completed survey forms as part of our RCOI for the reporting period from January 1, 2013 to December 31, 2013 (the 2013 Reporting Period) and responded that (a) any conflict minerals in the products, materials and supplies those suppliers provided to us were believed to have originated from the Democratic Republic of the Congo (DRC) or an adjoining country (as defined in paragraph (d) of Item 1.01 of Form SD) (collectively, the covered countries); or (b) there were conflict minerals in the products, materials and supplies those suppliers provided to us that may have originated from a country with no known reserves of, or mines for, the applicable conflict mineral, we exercised due diligence on the source and custody of such necessary conflict minerals pursuant to Item 1.01(c) of Form SD.
The following description of our due diligence design and measures performed shows how the design of our due diligence measures is in conformity with, in all material respects, the criteria set forth in the internationally recognized due diligence framework used by us, and secondly, how the due diligence measures performed, as described herein, are consistent with the due diligence process that we undertook.
Design of our Due Diligence Process
Our conflict minerals due diligence process was designed to conform with the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition (the OECD Guidance), as applicable for tin, tantalum, tungsten, gold and downstream companies (as the term is defined in the OECD Guidance), including its five-step framework for risk-based due diligence in the mineral supply chain. The criteria in the OECD Guidance and its five-step framework were incorporated into the design of our conflict minerals due diligence process. Consistent with the guidelines recommended by the OECD, we established a cross-divisional and cross-functional team, including representatives from the areas of supply chain, legal, operations, finance, audit, contracts, environmental health and safety, and executive management, to design and implement our conflict
Page 1 of 6
minerals due diligence process. We designed the measures in our conflict minerals due diligence process to:
1. | Establish management systems for conflict minerals supply chain due diligence and reporting; |
2. | Identify and assess conflict minerals sourcing risk in our supply chain; |
3. | Implement strategies to respond to conflict minerals risks identified; |
4. | Utilize independent third-party audits of the due diligence practices of conflict minerals smelters and refiners; and |
5. | Report annually on our conflict minerals supply chain due diligence activities. |
Due Diligence Measures Performed
Our due diligence measures included the following activities:
Step 1: Establish management systems for conflict minerals supply chain due diligence and reporting
In the first step in our due diligence process, we established management systems for conflict minerals supply chain due diligence and reporting. We implemented a Conflict Minerals Policy and related procedures and created an internal management structure to support supply chain due diligence, including forming a conflict minerals executive steering committee comprised of corporate and divisional executives with guidance and oversight roles and a cross-functional cross-divisional working team led by an overall project leader from our corporate office who was appointed by the steering committee to ensure a consistent process was established and followed throughout our company. We established communication processes designed to provide information, including our Conflict Minerals Policy, to our suppliers and to the public. Under those communication processes, we posted our Conflict Minerals Policy on our external and internal websites, and we communicated our conflict minerals initiatives to our non-service vendors through an initial supplier letter to them. We established controls designed to improve transparency in the conflict minerals supply chain, including the identification of upstream suppliers in our multi-tiered supply chain and the development of metrics in order to measure supplier progress in improving supply chain transparency and responsible sourcing. We strengthened our engagement with our non-service suppliers and improved their capability to support our Conflict Minerals Policy by providing information regarding conflict minerals and related regulatory requirements and conveying our expectations regarding responsible sourcing of conflict minerals from conflict-affected and high-risk areas, providing guidance on how to use the survey template developed by the Electronic Industry Citizens Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) in data collection and reporting, and making available the Conflict Free Smelter Initiative (CFSI) permitted smelter list. We also established a grievance mechanism through which interested parties may contact us (via our external web site or directly via Conflict_Minerals@Harris.com) to express concerns regarding the circumstances of mineral extraction, trade, handling and export in conflict-affected and high-risk areas.
Page 2 of 6
Step 2: Identify and assess conflict minerals sourcing risk in our supply chain
In the second step in our due diligence process, we identified and assessed conflict minerals sourcing risk in our supply chain. As described in our 2013 SD Filing in connection with our RCOI, we surveyed for the 2013 Reporting Period the large dollar volume product-related suppliers to our two product-oriented segments. The survey requested that suppliers who indicated that conflict minerals were necessary to the functionality or production of their materials or products provided to us identify, where possible, the smelting facilities used to process the conflict minerals, the mine or location of origin of those conflict minerals, and supplier due diligence efforts performed in order to assess the risk in the supply chain. As part of that survey process, we sought to identify those smelters from red flag locations of mineral origin and transit that are in our supply chain. Because there are multiple tiers in the supply chain between Harris and the smelters, this process will be ongoing. The purpose of identifying these smelters was to obtain the following information: (i) the identification of all countries of origin for conflict minerals and (ii) the transport and transit of conflict minerals in the supply chain of each smelter. As described above, several of the completed supplier surveys indicated that the origin of necessary conflict minerals in the products, materials or supplies provided to us by the applicable supplier was the DRC or an adjoining country or was a country with no known reserves of, or mines for, the applicable conflict mineral (or both). The necessary conflict minerals in the products, materials and supplies provided to us by the suppliers who submitted completed survey forms with those responses required further due diligence measures. More specifically, we engaged in further investigation and subsequent communications with the applicable suppliers regarding the source and chain of custody of the necessary conflict minerals in the products, materials or supplies provided to us by the applicable supplier.
For example, in instances in which the completed supplier surveys indicated that the origin of necessary conflict minerals in the products, materials or supplies provided to us by the applicable supplier was from the DRC or an adjoining country, we investigated further as to the smelters/refiners that the applicable supplier indicated it used. In each case, we confirmed the applicable smelters/refiners were participants in the CFSI and listed as an EICC Conflict Free Smelter.
In instances in which the completed supplier surveys indicated that the origin of necessary conflict minerals in the products, materials or supplies provided to us by the applicable supplier was a country with no known reserves of, or mines for, the applicable conflict mineral (based on US and UK geological surveys), we investigated further as to the smelters/refiners that the applicable suppliers indicated they used and the reserves of, and mines for, the applicable conflict mineral in the country of origin indicated by the applicable supplier. In each case, we either confirmed the applicable smelters/refiners were participants in the CFSI and listed as an EICC Conflict Free Smelter or were using recycled material or identified an active mine for the applicable conflict mineral in the country of origin indicated by the applicable supplier. As a result of these due diligence measures, we concluded that we did not have an identified conflict minerals sourcing risk in our supply chain (i.e., that smelters or refiners identified in our supply chain sourced conflict minerals that directly or indirectly financed or benefitted armed groups in the DRC or an adjoining country for the 2013 Reporting Period).
Page 3 of 6
Step 3: Implement strategies to respond to conflict minerals risks identified
In the third step in our due diligence process, we implement strategies to respond to conflict minerals risks we identify. If applicable, we would review identified risks and develop responses giving consideration to existing terms with the applicable supplier, the requirements of our customers and other business factors. Our response may include: (a) continuing to source from the applicable supplier; (b) continuing to source from the applicable supplier during a period of risk mitigation efforts; (c) temporarily suspending trade with the applicable supplier while pursuing ongoing measurable risk mitigation; or (d) disengaging with the applicable supplier. As described above in Step 2, we concluded that we did not have an identified conflict minerals sourcing risk in our supply chain and thus Step 3 was not necessary for the 2013 Reporting Period.
Step 4: Utilized independent third-party audits of the due diligence practices of conflict minerals smelters and refiners
In the fourth step in our due diligence process, we became a member of the EICC. Our membership fees contributed to the EICCs efforts to hire independent third parties to audit the processes and internal controls of participating smelters for the CFSI. These audits determine if the smelters and refiners of conflict minerals directly or indirectly fund armed groups. This information is then used to reconcile the list of smelters and refiners that our suppliers indicated sourced from the DRC or an adjoining country.
Step 5: Report annually on our conflict minerals supply chain due diligence activities
In the fifth step in our due diligence process, we report annually on our conflict minerals supply chain due diligence activities, which we do through our website as described above and through our filings with the U.S. Securities and Exchange Commission (SEC) on Form SD and any associated CMR.
Due Diligence Results
Due diligence was performed on the following four product categories:
| Avionics: Electronics, software and embedded solutions for aviation platforms |
| Wireless Products: Radios, antennas, amplifiers and related devices |
| Communications Products: Satellite terminals and networking radios |
| Robotics: Computer-based controller modules and mobile robotic devices |
Based on the results of our due diligence procedures described above we identified no known risks in our supply chain, although it is clear from our RCOI and due diligence for the 2013 Reporting Period that a large portion of our supply chain does not know the source of necessary conflict minerals in the products, materials or supplies provided to us by the applicable supplier or was not able to identify the smelter of the conflict minerals in the specific products, materials or supplies provided to us by the applicable supplier. Through our RCOI for the 2013 Reporting Period, we
Page 4 of 6
received completed surveys for approximately 47 percent of our Total Direct Spend for our two product-oriented segments; however nearly all of the surveys we received were completed by the applicable suppliers on the basis of their company-wide, division-wide, or product category operations, rather than on the basis of specific materials or products supplied to us. Additionally, completed supplier surveys representing 21 percent of our Total Direct Spend indicated that the origin of necessary conflict minerals in the products, materials or supplies provided to us by the applicable supplier was uncertain or unknown. For the 2 percent of our Total Direct Spend that sourced from the covered countries, we confirmed that those conflict minerals did not directly or indirectly fund armed groups because they originated from an EICC Conflict Free Smelter.
Based on the limitations noted above regarding the information provided to us in the completed supplier surveys, we do not know either the facilities used to process, or the country or specific mine or location of origin of, the necessary conflict minerals in our products for the 2013 Reporting Period.
Some of the surveys we received that were completed by the applicable suppliers identified known smelters in our suppliers supply chain. Based on the limitations described above we cannot conclude these smelters were in our supply chain for the 2013 Reporting Period.
As described above, where completed supplier surveys indicated a suppliers conflict minerals originated in the covered countries or identified mines in the covered countries for the 2013 Reporting Period (specifically, in the DRC, Burundi, Congo and Rwanda), we confirmed that all smelters that indicated that they sourced from this region were EICC Conflict Free Smelters and that the identified mines were supplying smelters confirmed as EICC Conflict Free Smelters.
We have taken or will take steps after December 31, 2013 to mitigate the risk that our necessary conflict minerals directly or indirectly finance or benefit armed groups in covered countries. We intend to make further progress in reaching back through the tiers of suppliers in our supply chain as part of our continued effort to identify the smelters upstream from the suppliers in our supply chain. Based on the knowledge gained during our survey process of our supply chain as part of our RCOI for the 2013 Reporting Period, we are beginning to have a clearer picture of which suppliers products, materials or supplies supplied to us may contain conflict minerals. We intend to focus on working closely with more suppliers, beginning with those with whom we conduct the largest volume of business and over whom we may have the greatest influence. Our internal supply chain organizations and internal commodity teams generally intend to continue to establish long-term relationships with suppliers, which we intend to leverage as part of this process. We believe identification of the upstream smelters will allow us to encourage specific smelters to be compliant with the CFSI and to seek information from those smelters to assist us in identifying and mitigating the risk that conflict minerals in our supply chain directly or indirectly finance or benefit armed groups in the covered countries. We intend to continue to communicate to our suppliers regarding our expectations regarding responsible supply chains for conflict minerals coming from conflict-affected and high-risk areas, our potential actions (i.e., consequences to suppliers) in response to identified conflict minerals risks in our supply chain, and metrics we are developing to measure supplier progress in improving supply chain transparency and
Page 5 of 6
responsible sourcing. We also intend to continue our membership in industry associations such as the Aerospace Industries Association and the EICC, through which we support the CFSI efforts to improve the assessment of supplier and smelter due diligence in the supply chain of conflict minerals from conflict-affected and high-risk areas.
Page 6 of 6
`I@`1)[(VL(CZQ
MHBC25W1KV$VS@VCY*>;H[0V+BV;9OBF*I@9P_>8AKUUC#'*,BXN,CV:3A_+34O).TF[5JW34665.``%KB!%"T%UUZQ?;;TGH?*L#W9JS
M<'4!'["FM
M;D4>QVL^J1+J:A9`V';N)U5)^P>;KX>IY4/BR18W$5-A`D73JNO
MF\,#0@X\5V$V#H"W0*=/F&C3*TX''V+%>^)^+L13UK)KS!<"V%,[\V5N'06&
M;RP#J E/QN0^
M@K3<0*F-P`EB"B-P`EG"O.04C7Y?TZXW"WOG&_$::8N4>E/QN0^@J/-K:O@=
MS8@K@>62.81\4[E8B;%?"LQG\'R%1UCLBC-HMT9W'W35Z,4Z,@(2#2ZB4BU,
M9NJ7PE#C5-$?`BG2GXW(?0KYC8Z/AHR/BXEDVC8B+8-H^,8LT2MVC&-9HII-
M&B")!%)!)N@F4.0HB0HAP$0L-7BE,%=C]K-;V]^/;?C?TU5$HBH/:7\/156=
M_J*O_>I?."\OO:YF[5AOJ(PN4='*0D5LF.D
M,-5*8]@`JTE()*X^@;F&UC/0,(]@"'&N2W'Y=^9MI<`;=SPX5[%7@4PQ)`H>
M9=)9^=MBOP296L(-.T0VOK78ICF98KF44C.XCDC);BB)1$HB41*(E$2B)1$HB41
M*(E$2B+Y*HD6``.)@L-PY1Y1`;E&X#Z;!;U"(=]$7F4\\L@)^8[^[K$3*0I"
M=>F6%*4"A8A>;3(`4@!8I2%+P``#A8+=E$61O4GLG86W_.EZ=>@G.R9=$])D
MKT5[?Z@92*Q[+9C"VVV]LP6=8OCL6G*9!ADC`9F*6LHM0JQ&2;]-LJI(D54(
MH!;`1>=3KUZCMV=3'[O1U%OMW/\`,YY_IGS39?IWP'94[)*M'FT=/X;NI>+Q
MUP\>1:[5MD[;'V3L\`JX=)J&58
MCM#2>X\:@.@B.R3,HM[L=1A%HY8XWOF_42?/4]BX#B.JF,2_2`Z[F2<.P650
M9HK+`)4R+RU;DZDMW]3O[OOT^Y%O[-Y;8^9:U\[W#-,PV5Y$^5F
3?,CR1:[O:&_LHR-Q&-:FARJ",0`>88%>C^1_,T^WS-MKE_\`XN`I
M05].?K7NRQS(8C*H&)R7'Y1G-P,_'LYB%F(]5-=C)14D@F[CWK19(3$50
6?F$$9S*EA)9=29>(%*HV,8WM@6)2,9$@#PYP$W8(5Y)ONXF]W)T\8T
MQZ6BE:Y5QZUV>T69MX07D$U*GNP_('R!V<*TSWAV/%;F8^(*-P*J4.4;_0-A
MOW6-^::_8/&P\>-1/&L45K!I-5]!,/$2B8HV]FPE*("(^V)13(0J8B7MN4X"
M'L@!0`*BCB+'%UEWB4?%0L<_F)-\JHJDDRCV#47#
MQ8>4XJ&2;$2`Q"$\0YE+<./M3J/45U9YGU"]`OF/ZMZB>G7:G][LH>!V
M-NC6N>XON?IQS.=U[$S*LIB>P\>AF*N.9IFFK9J=@TU(Y1N@H22>H(%%,J@(
ME''<-;B*E9+(Y6@/!&/6I7TYYB729G>H]V9S'Y/L;`(7I$A8]'>N.]0^"9EK
M[<6`P*$0N]Q>?S3&-@)?M;*AF%BXC9%8#NI@YA`RGBB>U1GUJI@DKGB5/V
MJ>J/46[M90FU=?R$[)P<[GLCK)#'W$.JVSN(V'"Y$\Q::P;(<=*L[%EDT%*-
M5BOD_&,FV0;&5%8J
MT?AX.K5;3X1N#]S)E('QKE)LU4<#S>*9H@10WA%-X@^")G*IC'Y0Y52CRF`*
M@9$6'/BCY=>%#DMQWWJ>N%%CAM$JBJGIJ9FJ=K;<$``UQ^G,K;@L-OI`_%KF
MNWWR8>KI_P!.'53#:]GY(S;5'4"[C\&R))XZ\&/C
+/%@^6D1-^C,[3$YO=);0WVU[A8WT$=J28C$">FIYN1;NPW':[Z&1]]V'C+
MT$GCG6E!D>99:$*)"D(8"@8A"%.4H'`A%`*`*$+X@`8Q2'N`&[#`%PX#7=6P
MN&0@2'@N(OR)''PEJK.6)TI1$HB7X#V=G?40CD\;QF]U1U#I="^K9PZ9N6SU
MDX.T>LUT7;1TC8BS=ZV4%5J[24"QDUVRG*8ABV$!*`AQ"K[R"*\C+'BM6D>I
M9C+HV3@1AB/K7Z'7ET=3[7JUZ4-4;2
$UHK6K0?2$M?AZ>'I[?DJ)!FLNNC_4.J-O;"R
:"E4U.Y5+&?"-8\"E6$`FIS57.<
M^0S.-979GB:"GU)5U2,."A;%&QQ>T`/.92J*14'L'U?6%13O+(CR&GUJ:")\
MD@(-(@#J'**'VKN%ZT[_`/RE.@CT