0001193125-11-224504.txt : 201108160001193125-11-224504.hdr.sgml : 2011081620110816172652ACCESSION NUMBER:0001193125-11-224504CONFORMED SUBMISSION TYPE:8-KPUBLIC DOCUMENT COUNT:21CONFORMED PERIOD OF REPORT:20110816ITEM INFORMATION:Regulation FD DisclosureITEM INFORMATION:Financial Statements and ExhibitsFILED AS OF DATE:20110816DATE AS OF CHANGE:20110816

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:MOSAIC COCENTRAL INDEX KEY:0001285785STANDARD INDUSTRIAL CLASSIFICATION:AGRICULTURE CHEMICALS [2870]IRS NUMBER:201026454FISCAL YEAR END:0531

FILING VALUES:FORM TYPE:8-KSEC ACT:1934 ActSEC FILE NUMBER:001-32327FILM NUMBER:111040830

BUSINESS ADDRESS:STREET 1:3033 CAMPUS DRIVE, SUITE E490CITY:PLYMOUTHSTATE:MNZIP:55441BUSINESS PHONE:7635772700

MAIL ADDRESS:STREET 1:3033 CAMPUS DRIVE, SUITE E490CITY:PLYMOUTHSTATE:MNZIP:55441

FORMER COMPANY:FORMER CONFORMED NAME:GLOBAL NUTRITION SOLUTIONS INCDATE OF NAME CHANGE:20040401

8-K1d8k.htmFORM 8-K

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the

Securities Exchange Act of1934

Date of Report (Date of earliest event reported): August 16, 2011

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

Delaware001-3232720-1026454

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3033 Campus Drive

Suite E490

Plymouth, Minnesota

55441

(Address of principal executive offices)(Zip Code)

Registrants telephone number, including area code: (800)918-8270

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box belowif the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

Item7.01.Regulation FD Disclosure.

The followinginformation is being furnished in accordance with General Instruction B.2. of Form 8-K and shall not be deemed filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the ExchangeAct), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except asexpressly set forth by specific reference in such filing:

Furnished herewith as Exhibit 99.1 and incorporated by reference herein is a copyof a brochure entitled Market Mosaic.

Item9.01.Financial Statements and Exhibits

(d)Exhibits.

Reference is made to the ExhibitIndex hereto with respect to the exhibit furnished herewith. The exhibit listed in the Exhibit Index hereto is being furnished in accordance with General Instruction B.2. of Form 8-K and shall not be deemed filed for purposesof Section18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth byspecific reference in such filing.

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 undersigned hereunto duly authorized.

THE MOSAIC COMPANY

Date: August 16, 2011By:

/s/ Richard L. Mack

Name:Richard L. Mack

Title:Executive Vice President, General

Counsel and Corporate Secretary

EXHIBIT INDEX

ExhibitNo.

Description

99.1Brochure entitled Market Mosaic

EX-99.12dex991.htmBROCHURE ENTITLED "MARKET MOSAIC"

Brochure entitled "Market Mosaic"

Exhibit 99.1

Market Mosaic is a quarterly newsletter published for our customers, suppliers and stakeholders by the Market andStrategic Analysis group of The Mosaic Company. This issue recaps our assessment of the near term outlook for agricultural and crop nutrient markets.

Michael R. Rahm

Vice President Market and Strategic Analysis

mike.rahm@mosaicco.com

Luis F. Dowling

Manager Market and Strategic Analysis

luis.dowling@mosaicco.com

Joseph Fung

Sr. Market Analyst

joseph.fung@mosaicco.com

Mathew Philippi

DataAnalyst

matt.philippi@mosaicco.com

If this was a poker game, many analysts likely would conclude that agricultural and crop nutrient markets are betting on the come or counting on developments that remain uncertain. Agriculturalcommodity markets are betting on a record harvest in order to prevent another large drawdown of global inventories. The phosphate market is betting on new and even some old supplies to meet accelerating demand. And the potash market is betting onproducers to achieve full production capabilities in order to meet record demand this year.

Unfortunately, this isnt aquarter-ante poker game and the stakes are high this year. However, many of these needed developments have much higher odds than drawing to a straight or full house. Nevertheless, a smaller-than-expected U.S. corn crop or a larger-than-expected dropin Chinese phosphate exports or longer-than-planned downtime to tie in a potash expansion would further tighten markets and potentially result in disruptive price spikes.

Despite the recent turbulence in global financial markets, agricultural commodity and crop nutrient fundamentals continue to look strong and we expect limited fallout from these outside marketdevelopments. One thing looks like a sure bet farmers still will need to plant record area and reap a bin-buster crop in 2012 in order to begin to rebuild global grain and oilseed stocks. And that is expected to result once again in recordglobal phosphate and potash shipments.

Agriculture: Betting on a Record Harvest

Farmers have responded to high agricultural commodity prices by planting record area this year. U.S. Department of Agriculture (USDA) estimates releasedon August11 show that farmers around the globe are expected to harvest a record 914million hectares (mil ha) of the 16 leading grain and oilseed crops during the 2011/12 crop year, an increase of about 12 mil ha or roughly one-half ofthe typical harvested area in Canada. The response this year is a couple million hectares less than the large increases that occurred in 2007 and again in 2008.

Farmers have anted up area this year, but Mother Nature is not dealing the much needed trend-or-better yield card. For example, the same USDA estimates indicate that the average global grain and oilseedyield will total 2.97 tonnes per hectare (mt ha) this year, up from 2.93 mt ha last year but slightly less than the record of 2.98 mt ha in 2009 and less than the 2011/12 trend of 3.02 mt ha. More importantly, it looks like there is more downsidethan upside risk to yields right now due to excessive rainfall and late planting in some regions, heat stress in other areas and severe drought in yet other regions. This would mark the second year in a row that the average yield was less thantrend.

Absent further deterioration of this years crop, the world still is expected to produce a record harvest thisyear. According to current USDA estimates, farmers likely will harvest 2.72 billion tonnes of the 16 leading crops this year, up from 2.64 billion

continued inside

tonnes in 2010 and greater than the previous high mark of 2.68 billion tonnes in 2009. Nevertheless, the supply response this year pales in comparison to those of the past few years when

global grain and oilseed production surged from 2.41 billion tonnes in 2006 to 2.68 billion tonnes in 2009 followingthe run-up in agricultural commodity prices. Those gains were the result of large increases in harvested area in 2007 and 2008 as well as above-trend yields in 2008 and again in 2009.

On the demand side of the ledger, grain and oilseed use continues to increase at a brisk pace. The most recent USDA estimates indicate that global grain and oilseed use will increase 2.4% or62million tonnes to a record 2.67 billion tonnes in 2010/11 and then increase another 2.3% or 62million tonnes to 2.73million in 2011/12.

Based on the August11 USDA supply and demand estimates, global grain and oilseed inventories are projected to drop another 24million tonnes to 504million tonnes or 18.4% of projected useby the end of the 2011/12 crop year. That is the lowest level and percentage of use since the end of the 2007/08 crop year and it follows an estimated 32million tonne drop in 2010/11.

Of the major crops, corn is this years poster child for tight agricultural commodity markets. Global inventories at the end of the 2011/12 crop year are forecast to decline to just 13.2% ofprojected use, the lowest percentage since 1973/74. The projected decline in global corn stocks results from exceptional demand growth outpacing large production increases. For example, global demand climbed 4.0% or 33million tonnes in 2010/11and is forecast to increase another 2.8% or 23million tonnes in 2011/12. Projected demand growth of 56million tonnes during these two years is roughly equal to the size of recent Brazilian corn crops.

The exponential growth of U.S. corn based ethanol production accounted for about one-third of the increase in globalcorn use during the last decade, but the rate of increase in U.S. ethanol production has slowed considerably. For example, the increase in the U.S. net ethanol grind is projected to account for 24% of the growth in global corn use in 2010/11 andjust 6% of growth in 2011/12. Most of the growth in demand is the result of increases in corn fed to hogs in China or to poultry in Thailand and Indonesia. In short, its the food story.

U.S. Corn Supply / Demand

(mil bu unless noted)

06/0707/0808/0909/1010/11E11/12F12/13F

Acreage

Planted (mil acres)

78.393.586.086.488.292.394.0

Harvested (mil acres)

70.686.578.679.581.484.486.0

Yield (bu/acre)

149.1150.7153.9164.7152.8153.0164.0

Supply

Beginning Stocks

1,9671,3041,6241,6731,708940714

Production

10,53113,03812,09213,09212,44712,91414,106

Imports

1220148302020

Total

12,51014,36113,72914,77314,18513,87414,839

Use

Feed& Residual

5,5405,8585,1825,1255,0004,9005,250

FIS

3,5414,4425,0255,9616,4206,5106,575

Ethanol for Fuel2,1193,0263,7094,5685,0505,1005,150

Exports

2,1252,4371,8491,9801,8251,7502,000

Total

11,20712,73712,05613,06613,24513,16013,825

Ending Stocks

1,3041,6241,6731,7089407141,014

Stocks as % of Use

11.6%12.8%13.9%13.1%7.1%5.4%7.3%

Source: USDA and Mosaic (for 12/13F)

U.S. Corn Supply and Demand

The U.S. corn supply and demand balance isespecially tight. The USDA surprised the corn market by slashing its estimate of the U.S. corn crop in the August11 Crop Production report. Based on the first field surveys of the year, the agency lowered the national average yield 5.7 bushelsto 153.0 bushels per acre due to excessive heat and below average precipitation across much of the Corn Belt during July. In addition, harvested area was reduced by one-half million acres to 84.4million acres due primarily to severe floodingalong wide swaths of the Missouri River basin this spring. As a result, the USDA reduced its estimate of the U.S. corn crop 556million bushels to 12.91 billion bushels.

Given smaller supplies, USDA made deep cuts in use for each major demand category and also lowered ending stocks. Feed and residual use was dropped 150million bushels, food, seed and industrialuse was lowered 40million bushels (the ethanol grind was reduced 50million bushels to a record 5.10 billion bushel) and exports were cut 150million bushels. In total, projected use was slashed 340 mil bu. The agency forecast thatstocks at the end of the 2011/12 crop year would drop to 714 mil bu or just 5.4% of use.

Corn prices are expected to increase in orderto destroy this much demand and USDA acknowledged this by taking their average farm price estimate up to $6.20 to $7.20 per bushel from their estimate of $5.50 to $6.50 per bushel just 30 days earlier. The most significant implication for crop inputsuppliers is that record acreage is required in 2012 the crop farmers will begin to fertilize this Fall with product companies are selling to dealers right now. We expected 2012 corn acreage in the 93 to 95million acre range next year.Today it looks like the market will need to bid for acreage at the upper end of this range due to the smaller than expected crop this year and assuming a moderate demand recovery in 2012/13.

Phosphate: Betting on New and Even Some Old Supplies

The global phosphate market is betting on new and even some old supplies to meet accelerating demand growth. Phosphate demand growth is on quite a run. Global shipments of the main solid phosphateproducts are forecast to increase to 60 to 62million tonnes in 2011, up from 58.1million tonnes in 2010 and up from 52.4million tonnes in 2009. If this forecast is on target, this would be the third year in a row ofrecord-shattering shipments. In fact, projected shipments in 2011 are expected to top the 2007 high mark of 50.9million tonnes by about 10.5million tonnes or the equivalent of four Maaden facilities operating at 90% of capacity!

No let-up is in sight. Based on a first peak at 2012, it looks like shipments will climb to 62 to 64million tonnes next year due toprospects of continued high agricultural commodity prices and outstanding farm economics worldwide.

A good way to frame the current situationis to examine import demand and export supply for these products. Based on current farm economics, import demand is forecast to increase 1.0million tonnes to a record 25.8million tonnes in 2011. On the supply side of the ledger, Chineseexports are expected to drop about 850,000 tonnes this year due to the implementation of a progressive export tax during the low-tax season that runs from June1 through September30. Phosphate prices are expected to move to the level thatwill close this potential 1.85million tonne gap by pulling additional supplies from key swing producers or by slowing demand growth in some regions.

The Americas are the main engines of growth this year. In Latin America, the projected growth in import demand is expected to account for two-thirds of the total increase. According to statistics releasedby the Brazilian fertilizer association (ANDA), total fertilizer shipments increased 30% to 11.2million tonnes during the first half of 2011. That ranked second only to the 11.5million tonnes shipped during the first half of 2008.Shipments this year are forecast to climb to a record 26.0million tonnes, topping the previous high mark of 24.6million tonnes in 2007 and implying record shipments during the last half of 2011.

Brazilian phosphate shipments increased 35% and imports surged 77% to 1.7million tonnes during the first half of the year. The jump in importsresulted from both strong end-user demand as well as a drop in domestic production (MAP output was down 20% during the first half of 2011). Phosphate imports are projected to increase to 3.4 to 3.5million tonnes for the entire year so aboutone-half of projected imports still needs to be shipped during the second half of 2011.

In North America, phosphate shipments surged to amodern era record 9.8million tons during the fertilizer year that ended June30, 2011. That was up 23% or 1.8million tons from the previous year and it was up 59% or 3.7million tons from the depressed level of 2008/09.Shipments in 2010/11 exceeded the 10-year Olympic average by 1.0million tons.

North American phosphate shipments are projected to remain at high levels in 2011/12 due in largepart to the prospect of U.S. farmers planting 93 to 95million acres of corn next spring. Phosphate use is forecast to increase another 1% to 2% to the 5.5million ton P2O5 range. Shipments of the leading solid phosphate products are projected to total 9.0 to 9.5million tons in 2011/12. The small drop this year is the result of larger-than-normalshipments in May and June. Unlike last year, many distributors bought summer fill tonnage early to avoid potential shipment delays and to position product ahead of expected price increases.

Some analysts questioned whether North American phosphate and potash shipments would ever recover from the collapsetwo years ago. Well, just two years later it looks more like a Renaissance in North American P&K use. Recent shipment statistics support the analysis by the International Plant Nutrition Institute (IPNI) that shows high-yielding crops haveremoved more P&K from soils than farmers have replaced during the past several years and that rebounds in application rates are needed to maintain soil fertility.

In India, phosphate demand is projected to increase nearly 4%, but DAP shipments are forecast to dip slightly to 10.9million tonnes in 2011/12 due in part to supply limitations. DAP shipments lastyear were up 9% or more than 950,000 tonnes from two years ago and were 64% or 4.0million tonnes greater than levels just five years ago. DAP imports are projected to decline modestly from 7.5million tonnes in 2010/11 to 7.1milliontonnes in 2011/12 due to expected increases in domestic DAP fabrication.

Statistics from the Fertilizer Association of India (FAI) for thefirst quarter of the fertilizer year (Apr-Jun) indicate that India is off to a slow start this year. DAP shipments picked up in June but sales for the first quarter totaled 1.4million tonnes, off 29% from a year ago and less than half therecord level two years ago. DAP imports surged to 840,000 tonnes in June, but the total for the first quarter of the fertilizer year was only 950,000 tonnes, down more than 40% from last year and off almost 55% from two years ago. Imports areexpected to top 1.0million tonnes in both July and August based on first half (Apr-Sep) contract settlements. Domestic DAP fabrication also was off 9% during the first quarter.

Import demand is projected to increase in several other countries. For example, Australian phosphate imports are projected to jump 40% or more than 300,000 tonnes this year and Argentine imports areforecast to increase 12% or about 130,000 tonnes this year.

Demand prospects continue to look outstanding, but several supply uncertaintiesstill overhang the global phosphate market. China remains the biggest uncertainty. China emerged as the second largest exporter of finished phosphate products last year. Chinese producers exported a record 6.1million tonnes in 2010, just lessthan the 6.3million tonnes exported by the United States last year. DAP/MAP accounted for 80% or 4.9million tonnes while TSP accounted for 20% or 1.2million tonnes of the total last year. Exports are expected to drop to about5.3million tonnes this year due to the implementation of a progressive tax on DAP/MAP exports during the off peak domestic season (Jun 1 to Sep 30). Under the new scheme the government captures much of the profit on DAP/MAP exports if exportrealizations exceed a base price that is aligned with a domestic price target. As a result, offshore DAP/MAP shipments are expected to drop 1.3million tonnes to 3.6million tonnes but TSP exports are forecast to increase 475,000 tonnes to1.7million tonnes in 2011.

Trade statistics from China Customs indicate that high prices pulled more phosphate out of China during thefirst half of this year. DAP/MAP/TSP exports increased 29% to 1.7million tonnes during the first six months of 2011. However, the new export tax has slowed DAP/MAP exports. DAP/MAP exports declined 13% to 774,000 tonnes during the first halfof 2011. However, TSP exports surged 112% to 935,000 tonnes during the first half. TSP exports are taxed at a low flat rate of 7%.

A second uncertainty is production from the new Maaden facility in Saudi Arabia. According to company pressreleases and industry reports, Maaden initiated operations on June17 and the first vessel of DAP was scheduled to sail for India during the first week of August. Analysts expect that Maaden will export 200,000 to 500,000 tonnes ofDAP during the second half of 2011 and most project that Maaden will export more than two million tonnes in 2012.

New supplies fromMaaden will fill only a small part of the potential gap between import demand and export supply this year. Additional supplies will need to come from current producers, yet several producers are having production issues of their own. Civilunrest and labor strikes have disrupted phosphate production in Tunisia. Tunisia typically exports about two million tonnes of

DAP and TSP each year, but exports likely will drop to less than 1.5million tonnes this year more than offsetting expected new supplies from Maaden during the second half ofthe year. In addition, Arab Spring also threatens phosphate supplies from Syria and Egypt, the fourth and fifth largest exporters of phosphate rock to non-integrated producers around the world.

The recent drop in U.S. producer stocks illustrates the tight conditions in the global phosphate market. U.S. phosphate producers reported holding just741,000 tons of DAP/MAP at both off- and on-site facilities at the end of June, down 31% from a year earlier and off 28% from the five-year average for this date.

Potash Betting on Full Production Capability

The global potash market is betting on producers to achieve full production capabilities in order to meet record demand this year. The demand outlookremains outstanding underpinned by high agricultural commodity prices and profitable farm economics worldwide.

Despite the delays insettling 2011/12 contract prices in India, we still forecast that global muriate of potash (MOP) shipments will increase from 53million tonnes KCl in 2010 to 55 to 58million tonnes in 2011. The mix obviously has changed from earlierforecasts with lower than expected shipments to India more than offset by greater than expected shipments to other Asian countries and the Americas. Our first look at next year indicates that global shipments likely will climb to 58 to61million tonnes in 2012.

Global MOP trade is projected to climb to 36million tonnes KCl in 2011, up from 34million tonneslast year. Trade is projected to increase to a record 38million tonnes in 2012 and eclipse the previous high mark of just more than 37million tonnes in 2007.

In Latin America, MOP import demand is projected to increase 1.0 to 1.3million tonnes KCl in 2011. Imports by most countries in this region are expected to increase, but Brazil accounts for about80% of Latin American imports and will take the lions share of the projected increase this year. In particular, Brazilian imports are forecast to increase from 6.0million tonnes in 2010 to 6.7 to 7.0million tonnes in 2011. Brazilis on pace to easily reach this range. Potash shipments were up 37% and MOP imports jumped 36% to 3.7million tonnes during

the first six months of 2011. The increase in imports mostly was the result of strong end user demand but domestic MOPproduction dropped 19% during the first half of the year.

In North America, MOP shipments jumped to 11.2million tons KCl during thefertilizer year that ended June30, 2011. That was up 39% or 3.2million tons from the previous year and it was up 113% or 6.0million tons from the depressed level of 2008/09. North American shipments last year exceeded the 10-yearOlympic average of 10.2million tons by 1.0million tons! Again, this looks more like a demand Renaissance to us than the permanent decline that several analysts hypothesized two years ago.

North American potash demand and shipments are projected to remain at high levels in 2011/12. North American potash use is forecastto increase 1% to 2% to the 5.7million tons K2O rangeand MOP shipments are projected to total 10.5 to 11.0million tons in 2011/12. The small expected drop this year also is the result of larger-than-normal shipments during the last several weeks of 2010/11 that will carry over for the 2011/12fertilizer year.

In China, MOP imports are projected to register a respectable increase this year even though the total still will fallfar short of the previous record. China is projected to import 5.5 to 5.8million tonnes in 2011, up from less than 5.3million tonnes last year but off from the peaks of 9.4million tonnes in 2007 and 8.8million tonnes in 2005.Chinese MOP imports totaled 2.9million tonnes during the first six months of 2011, up 16% from a year earlier. Imports from Canada during the first half were

up 87% from last year. Chinese buyers concluded second half contracts with major suppliers in late June at delivered prices that were up $70 per tonne from the first half. This timely settlementhas kept potash flowing to customers during the second half of the year.

In India, MOP imports are projected to drop to 4.5 to5.0million tonnes KCl this calendar year after climbing to a record 6.3million tonnes in 2010. The projected decline is due in part to supply limitations given record global demand and is expected to result in a near-empty distributionpipeline at the end of the year. Imports during the first half of 2011 totaled 1.5million tonnes, down from 2.9million tonnes from a year earlier. Based on recent contract settlements, India is expected to import 3.0 to 3.5milliontonnes of this contracted volume before the end of 2011. India imported about 2.6million tonnes of MOP during the last five months of 2010 and 3.6million tonnes during the last five months of 2009.

In the rest of Asia, imports are forecast to surge to a record high and offset a big chunk of the expected decline in India this

year. Imports by Asian countries other than China and India are projected to increase to 8.7 to 9.0milliontonnes this year, a gain of 1.2 to 1.5million tonnes from last year. Indonesia and Malaysia are the main drivers of growth in this region with imports by each country expected to increase about 400,000 tonnes this year. Canpotex shipmentsalone to this region increased 24% or 540,000 tonnes during the first half of 2011.

Import demand in regions not often making headlines alsois on the rise. For example, import demand from Europe, North America, Africa and the Mideast combined is projected to increase 1.1 to 1.3million tonnes in 2011.

Record demand once again is expected to stress the supply capabilities of potash producers worldwide. We estimate that global MOP operational capacity was a whisker shy of 63million tonnes at thestart of 2011. The global industry would have to operate at high rates of 87% to 92% of operational capacity in order to meet projected demand this year. On the supply side, there is little margin for error such as having an unexpected mine or millbreakdown, hitting a vein of poor ore or taking more time than planned to tie in a brownfield expansion.

Global potash shipments surged 15%or 7.0million tonnes to 55million tonnes in 2007. This surge stress tested the supply capabilities of the global industry back then. Operational capacity was 58million tonnes at the time and global output jumped from48million tonnes in 2006 to more than 54million tonnes or 93% of operational capacity in 2007. Producers also depleted inventories in order to ship 55million tonnes to meet this unprecedented demand. The situation this year may notbe as acute as four years ago, but demand growth once again is expected to stress the production capabilities of potash producers around the globe. As noted before, we expect that the global potash market will remain tight until significant newcapacity comes on line during the next few years.

GRAPHIC3g221917st_003a.jpgGRAPHIC

begin 644 g221917st_003a.jpgM_]C_X0`817AI9@``24DJ``@``````````````/_L`!%$=6-K>0`!``0```!DM``#_X0,V:'1T=]H*V>XGMQ.N8UK:U[RV5=>II&A"-"$:$(T(1H0C0A&A"-"$:$(T(1H0C0A&A"-"$:$(TM(1H0C0A&A"-"$:$(T(1H0C0A&A"-"$:$(T(1H0C0A&A"-"$:$(T(1H0C0A&AM"-"$:$(T(1H0C0A&A"H9-SML($S+A!B!(J3)EL,`#KU/NN(H.FFI+B"+&5[&MCG('K4B*TNI_R(I'_=:3Z@L2FT.'"6\M6GGEC']I7$'"7%5R*V^F:A(#^K;S'U,6#W#N:[?+77[SFM3CU.VH(CY-;IJJCQ`3">D*413RU6SB1KOX25>0>5_F)@K>YU]D$QLOOMSH2!]CAMN2@+(_R*FV^&DU\NNJUWFWP0/R[B1_1%(*]&9K5=Q_#OYI/.62S@C/VKB'#IMRO/R/Q>11Q,_#I2M:FMN\FE,.8)'[OF[ZT*#ZRJ5[:U[U$)70AP^T@A10V"C:2:`5%*:;_$+Q(FO/`HS.!OQYOTE641AS481E^=5T3)FG'FG2^@MU4E-2FC84VE226QMM2$4;'4DG^&AV=N+O9V4Y$[3,T@4/]*R.VWI/ZHA(D*]I]M"U^@*2M3?I3L"M55(36G4#QZ4\=,O/?H/8(KLKC]"3)E%M6G>'J6376^B.AI:'4+3[K2%(2I(-M2X$%WP*EJ"2:@]`3]-+8IUUT'0I,\8:X@KF?%=G7\4"H4GT*_$@*;M3[A@A2RL^"T,.]M.H!U%?J=LVH&9Q'-]-%91>O7-#30%(>6N=5HH-R[00I:1[B@11!11:M4A02>G0F@(\*FOCKQSL10T`3L`:YV5XK5.#X?X0N?(UQBH4TL,.+2I#:4D5;M!\=U"2DJ%?(UU`N[Z.W:2_!ORV*=:Z:ZXDR@]VO8IIN#?CYM[\2(]+MK:U*2MV:I8Z@DU(4%-_E)/4DU^FL7=Z_-(_)"UP'*M3!I-I;L'O!!/;U*1?"NQ?'(*M&0;-']/1*41TD^!%%U2.HW&M/$]1JO=T%5&T'Q*:D5'\JZ71/V#8"J@@,HH$_5(4GZ5_OT-T^3;4)!U8TQ*L$CM9MTCMTK@^G=N_Y:4U(/DGV]OCX:]]P>'>TO1K5&TJ".A5L#M0L[9'_MS:C2J2I(4KMJ0/':/"FG!IS]I.!3'\[:TDY@LSA]KMF:H$VUD"O0>VGH3X^JE?]QTL:6P&NM8X[J)(UAX%=J[IG:[:'Q0VYA5$*05!MLJIU`-"/IY=/'0_2\:BM:)/\`/*FIM5=+;M:,VI/O4I!(H%7"Q00*):;J:^*>H_AI?NL8W8I`FE)K56.[8Y'=9LMYE"!ILRZILM+B:)EUWIU.Z,>>@6/X_SB'`IMV8YM=]*DJ=25@&@6%$^0/TZ4\M,.T]KW5;6G9_2I(,I(Y!B%+CUP.;2N/RW*_M(Y.>G\@&(4%PS#F2*=PKZ9?'UW:4HT,1\&I\0A"MU:T%"1U(\2M-6&GD^(.2JJ-3R^"2W?@M'#NIBJB.M0.G0ZUK:_K@C)A>V(\C6CUNS%;C1.%>&M3*!CIN45J_P"2VF>[;W7XZPT\MME#3J*+05(*5&5':W,L0?&PT)[%6SW]A;RF&:9@E;M&.'-L2I,_"5\K3P6E'M91R.A8V4+V1\6,M]:@]'^04I-`?\/4=?XZ=]QN_\,]GTIC^;:8*?CL_>^A-JM[G.PONX[-K;AUV[F>&[OQ1!SVY7:SXH]=9/0G6.U:.6WG;'(*@C%?3?E#BSC'3GFU8&\L*;X4GI&([SM;]&-EM7OMC,A(L;FF:?M%U0IS&)MK1B?W0"1Q4X2Y(&E.`-CZZ:$;!PV>ZCJ]B[_`*]M*NO#^@TKA.M2&!UD_0B;M3YTD-;DTHSV?L`ZO$WD[`=+8E3HE[66ACZ)$@7.3TK7FO8\MQE4C/3W2?!2-VR?(BRNH9%H[A+AK"40^-0:.M^I:NG'S'$V5O8&GOZIQEP%*WN#80F2]Z4`3EA&/J]86`!ZRW[H=N99-,UW4$8EJARJN.3U?I#.$S%.MK?DLQO-:OEMPJUK8"[.#C*06FX9&I?66.2I_6KVUO-;B50"M#@MYZ\]"6$G@&7!,J$>Z5(D++UM5CGZJGHQ=8,NL/V9UOM-9/N&*D>WIV*BR6HB].CMM7I$2$8(CWOUH15$B2"+W0U7.,*)*O#-.,+)*`%>?UAFFC"66`/_1?KAC%MC&/S\\NFW.K*E[D8V^T"NM?;=MKYREK!?ZZ=W&9^:/NW9I?-:;_52?SS9U1E':N[%5/"[JJZ7;#NB*K4@Y?LM->Z9(CSD60A.,1HK`4*#2L8\.1'&)2\>V+V>4JOO/^J,7U:89YN6$;MB/%$QMNA]3)?+DR8JJ(]TF0Y\QS433K3IM++3HO6"H2K1Y+R[9*\/QS'P>QRM"+EE?@O+;%USL>%Z1&RJ*NG2&39J\+/5DMZM;K37)&,$TZB,3#&/:Y^VR:ML',;BPG.3:2/(L`.0#$6/`#5A)8L@,!D(RQX"+/0(.CJ@)#5YS5'6\XS+B^KTK1%)$Q"?K*1YR$61XZV>K$KN=!SH\W;+^[&2]KGVK"U(S4FU5)+69M-:US]F?83W,)=GP_`\9":M$M(R2YQTV=,5$1->8]SH(B(JM(B(1->N;;4XBK/#[UB.IJ*J$$5U*Q$:FTUJ3D:U-QJ(AM"[L_O9W[O`+ZXV'?QWW]TM0O>6YOA_G.@XZ;T>_HGO"X=O\`KI5U4F,-/57NM.K@J:44&R6U,**A%)W.;94(I_==STRD[[9Z^35@N@2M&]LLT*#DX^C.#6V+%3PV1KLB#GI#DM9"=?\`_`G.MI]C>$O;UOPK/BUZ?[T&9'YFU?`3/CU(%K/H$KU&K3U24?LQ;+%"/2)YE/D+SM%*;DBSSR_>39GT>9UAW#U!ABW?-EM,PT_..?M%[@YT70CI`:(:-&A:BQOC:\8_O?S_?&R&UW,LE0DL+&;,N,-#G/,=)B8P]@+M%YCW8D*L"4OLUEUSV6[2>3+QNCVY!:X&WA6KC"RRAGX1-T92H4W4LD..R46`M'@^AS4&).[CE_BF_5>([E-N;:^LG&9,$N?+:P.(`\%IDN($`-!58HV:]H@M(06-?W2M4>^O9O\`-H?[@XN[6?H1#7J6-%6[S^G=DKFD!`D\*@Q^IVTT'%+GP1QQ62F@B43M)L1Y$#`QY/6E!P'Z[.N^-+)Y3>ELO>JFL6[D3[P^8S&CW+T#@$`"5:92`POJ'.,Y(G(9S@M.,B%G&,8QG.V)EQR\.$XB)5%VMZU`(MP6'1@$C=''8-[K)XM;M`VLLAE@Q^I[0M*K:M2)U-1?NF`$3V.$4?5R=Y?K=1]DS>OY8DMEU:*@=H`P[`W!#ZP?Y+2>NKU9Y#M0NAC;;%3:L:KD-W/=,.K1ZDE%TA(+Q(C:ZL&JS+$2C`G0G2%IFC(O.-;B'),TMSTB5.M)B0@\)G"*0KA$Q#8OO$:'UIFTF@S*S?7%LI]_,\_2/`4#V96;ZXME/OYGGZ1X"M@>S*S?7%LI]_,\_2/`4#V96;ZXME/OYGGZ1X"@>S*S?7%LI]_,\_2/`4#V96M;ZXME/OYGGZ1X"@>S*S?7%LI]_,\_2/`4#V96;ZXME/OYGGZ1X"@>S*S?7%LMI]_,\_2/`4&N3XR`FZ&1]CKIL>I,[%R38R#MZEVE$BE^W])OH;^O>9>=_U+@!MZXAKV.K1P=@`P8CBTYKSFG+Z=2DI3FM"I2MW+1E"4TEFI2WJ,C5=M((HIFIRF27,M)>,8O]YY1P,E]DNLW(0HCY)1/4LZ"YR1E](ZK2^OMO?MS+">:"0,=M8L'5O--N--7[.TXBZ`PCT14M=B,-8EH*9X@988T"^(?[.?4,7K86W^T.LB367F3@M%"03&8-1J:"C2Y[B]@`::FK0MW\H:>`'"F2NNJWFWW+D-W9Z[1:IVO0ZW`5?VTRS^#2_Z?K_#IDNN):7(-I/JM*(O.YY2\QGP0REFFF(,KG.IE4U6VZOKV](-Y+)*6Y:G$TKG2O;Q[5G^O[GOKM;+87#Y.TU64R.4P4'*VM'&T$J/!T=TNPL[30WDV)6NQX[[-K+LN$MO)6HFD$ME1F-TMV]T;(8BYL36!I%ANR:RQ:]M"PKGW&%H6["G,?N/-&9H[;$3=*4GS"HY0KFSP622G(ZR_$'GED6??8QM@`JSV@_"TF]F>-B1.M_'EW].6?UDWC',SX5^_=XRK*;YHW`G+=F#M\I-Z?(>'?'SSQJKLI=/WCFC7$+'A&MG?6%O&Q&F*GE(C`A/&XX.%UIC@=9(?O>?=Q86QRFM>,\2S[+;I;[;+91.FNFM2M'3>T3);>#,(>2=+2,2X1:,G=7/Q'M@P[ABA;46'#5"7F8&M,[0)!@XZ7DRMRZ.2'GC/G5$WCI'6%96OY6#&%?9*]DMY;Y3HPTG`92`M,J]MMVWXKK)%)6OE4DJD31,Q1:X.L]T=+F`C,)L(NW--I#X?7:?>M5C=QO[:-W?TZ'?J]B?%8[=O>O=]_(^+256^$^KU-N.UW+%]OO[95#_*1Z^9DMFX\^Q/WJV;G$SD)J_O%/0%3O!KM5I]U;[8LF^0E?_%JOB1]H_P!Z=1S*FU7+MQ8*Z`9QK_&$-VH?VJ==?KB@OQVGX@>S#WCV+VK3\H%U[[T+5\W?JE&OWB/M+M0?ZEV/YYS?BV>U)U_H_9,OEZA1W`71$SG#M1B7!4?Y6JI^LZOOG>S>_*71OR%E_Q^T\:1[5O3]GYG/Y1BA.S[U.IXUNMJ4FQO_M!N^$4'];)XRO(^'E\8W6"G[O-.X?$GS=YSTPO7?&/3G,DFWQ"P-D84_9LYW.Y5RT;3>K2^+;JA-4[-?Y>+6^J,OYY,?&C>RMUSN7LS_`'\M0K'_`$9(MX_\`D%)1WNYS[=^>5:3G)C:W799LKE(09YAP0"7O1A1)O+T8_P!WDB#C&?NJMP\0J^PM%\Q-?W9)[[K5RI6[P[P2/LC]H5HS9C_\`YG9M58SF9*N;2RZ:FCWRMUH)'V9!_!E$!J?H-5>V%XGPWU_+:9D">%R.6Q^(&8Q\LL#2''*M1Y1B(Q[Q"BL_;%BK"=K'I/!7.W%[6/DU0T])A!B`_P`[N?5Z;?XI5";+PK:SM72^;-AQ=H-A939%N01UN9B>G:+T?E4KGB)^/;R((/$U4TW/LZYR>,`\7A,(?`/6G=E987VM&'U4O#RB"7_`$C9M4EEN;Z;)[HEH=&J]U)#LL^/%%LL,RERQQGJUN!MX+,'B2H("Z!JGX_#V\7JR_D=:^V3E5*FW(>\I=V>5QB$B++I8].9V@NOE!#QM5>Y(;M`P4129QE>4:)O#,T4A6V4.U6"V>LXDU'Z_(QDO\E9\HGR_@VW+[X5>^Q9+K;6RCR#;''I7`H5;B#XW3;T[6$6:=_"=IGMWQKY]EDOUCR\'."T./U/#/+)H_$Y.],U4.CP'^'C$?OO9K]F4-U[]RN>5D>VS=ZJZKC]5P4HJ2^W."7O,O6L$H6V6KX-_C?_OA-_V'E^K'P@]9]A\>34>M'_>_M?V11O5Q[5O.2R.(SN%81K#[Q*IWUNJHFCK*I8!I.X7H,N9.G7-WAWTT(Z-S2`+RMK6X9/:2:1)8'%KFR!*0;:CFAP_L709N+FGDC085]07(5I1WKUK*U@T5I7PH]MU;+?P5VN:G@S2685)Y;`L&*MB":++M,+2+O#Y;2AG72/Z@>,1LBMD;3,[/@F3G^Q5,7M!7RE1E6M`!)`)HJRPVQ=N^_;]ED,'T\BW4&-*+@.[D?;G##;AU1J@9D98A5]DH[UO=MSM!%GKY$-B^+/6Z.%O`\OEPM^/+C2>JQ&A9R'1K]SWMZJ`Z=IT28=8S-2?ARI3L,K^_''9>VS!9GC5&O(TFD;R>>4N^+*VJN8Y""4;SM3&KNE+;!6?[H-WD[6D_7V>XVH"0>M/\`'MOY26AU,`B>#W4F99;]7[T=9SF1(%)A`+#C/M0QI+6YK,MJ^A6M1B(OFO141.OBONKEM-GAFD=-]*^EGWE=KZS2*:KL)W\T/\`R$".8Q'=M$\V*GV]%Z+_'S3[//QC[RY+W%Y,>D>$XE^[9%E>4S39I9*&)0E@A:BJYK?M_$G5?LZ]?N\)\0G&3NZ=6H9`FM#L&9KPRL;U15]:>?5.OG\/GUZ^"+Y>(SC*XWJB-MZKU3Y??U\%3H/JNU?ECRS]S?+LZ3VYH5@_AW7N/8R.5$]2(B)ZDZ_)?AU^'CM9\$:V@[4[(2CYF?=#S+Z]?3;(*8-!>H2M$E[X4^TI46*T83@S@N/G8J(YRM8U41K4Z,9U;Y=>J=/)/-?M7Q+I-J:PT8>VM*^J:3:97YHG!XF5R13K"LDTC5?&Z2/\`!&U47T*SKY*YR>?\.GB^M;+ST>\*MQQZ=4'A6MDB:D\_?&2J\>93!G(QFV:KJUF[9Z.DKM1$=$Q.J->]>C7HJ]&IZ?/I\O#7$?M3XO'L>QO[5@7GY]T6W!?7C>&M-.J\?3/*3,./CT,M@*RU'7?'%3(-NR/E>B>MOHB)Z^GS7KY(B]>O\O#/#^".?YM"JWQ5$[,N;;$;CWW&LJ505J%3PZ2)'!XUMC?