UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
40-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
Commission file number:
001-12970
Goldcorp Inc.
(Exact Name of Registrant as Specified in its Charter)
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Ontario, Canada
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1041
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Not Applicable
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(Province or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code)
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(I.R.S. Employer
Identification No.)
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Suite 3400 666 Burrard Street
Vancouver, British Columbia
V6C 2X8 Canada
(604) 696-3000
(Address and Telephone Number of Registrants Principal Executive Offices)
CT Corporation System
111 Eighth
Avenue
New York, New York 10011
(800) 223-7567
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of Each
Class:
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Name of Each Exchange On
Which Registered:
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Common Shares
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New York Stock Exchange; Toronto Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
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☒
Annual Information Form
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☒
Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual
report: 867,346,303 (as of December 31, 2017).
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post
such files).
☐ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in
Rule 12b-2
of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
Goldcorp Inc. (the Company or the Registrant) is a Canadian issuer eligible to file its annual report
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), on Form
40-F
pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The
Company is a foreign private issuer as defined in Rule
3b-4
under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the
Exchange Act pursuant to Rule
3a12-3.
FORWARD-LOOKING STATEMENTS
This annual report on Form
40-F
and the exhibits attached hereto contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995 (the
PSLRA) or in releases made by the United States Securities and Exchange Commission (SEC), all as may be amended from time to time, concerning the business, operations and financial performance and condition of the Company.
The following cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the safe harbor provisions of such laws. Forward-looking statements
include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of
estimated future production, costs of production, targeted cost reductions, capital expenditures, free cash flow, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, hedging practices,
currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or
claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of words such as plans, expects, is expected, budget, scheduled,
estimates, forecasts, intends, anticipates, believes, or variations or comparable language of such words and phrases or statements that certain actions, events or results may,
could, would, should might or will, occur or be achieved or the negative connotation thereof.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause the
actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions
regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual
results, performances or achievements to differ materially from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and mineral resources and
metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls
or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which the Company does or
may carry on business in the future, delays, suspensions or technical challenges associated with capital projects, higher prices for fuel, steel, power, labor and other consumables, currency fluctuations, the speculative nature of gold exploration,
the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although the Company believes its expectations are based upon
reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended.
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Forward-looking statements are subject to known and unknown risks, uncertainties
and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to:
future prices of gold, silver, copper, lead and zinc; risks related to international operations, including economic and political instability in foreign jurisdictions in which the Company operates; risks related to current global financial
conditions; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; environmental risks; conclusions of economic evaluations; changes in project parameters as
plans continue to be refined; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; mine development and operating risks; accidents, labor disputes and other risks of the
mining industry; risks associated with restructuring and cost efficiency initiatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to the integration of
acquisitions; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled Description of Business Risk Factors in the Companys annual information form for
the year ended December 31, 2017 (the AIF) attached as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference herein. Although the Company has attempted to
identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The
forward-looking statements contained in this annual report on Form
40-F
are made as of the date of this annual report on Form
40-F
and, accordingly, are subject to
change after such date. Except as otherwise indicated by the Company, these statements do not reflect the potential impact of any
non-recurring
or other special items or of any disposition, monetization,
merger, acquisition, other business combination or other transaction that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about managements current
expectations and plans and allowing investors and others to get a better understanding of the Companys operating environment. The Company does not intend or undertake to publicly update any forward-looking statements that are included in this
document, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
NOTE TO UNITED STATES READERS - DIFFERENCES IN UNITED STATES
AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual
report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this annual report on Form
40-F,
in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), including the report of the Independent
Registered Public Accounting Firm with respect thereto, which are attached as
Exhibit 99.3
to this annual report
on Form 40-F
(the Audited Financial Statements) and incorporated by
reference herein.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report on Form
40-F
are
in United States dollars and Canadian dollars are referred to as Canadian dollars or C$. The exchange rate of United States dollars into Canadian dollars, on December 29, 2017 based upon the daily average exchange rate
as published by the Bank of Canada, was U.S.$1.00=C$1.2545. The exchange rate of United States dollars into Canadian dollars, on March 22, 2018 based upon the daily average exchange rate as published by the Bank of Canada, was U.S.$1.00=C$1.2908.
RESOURCE AND RESERVE ESTIMATES
The Companys AIF attached as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference herein has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws
and uses terms that are not recognized by the SEC.
Canadian reporting requirements for disclosure of mineral properties
are governed by the Canadian Securities Administrators National Instrument
43-101
Standards of Disclosure for Mineral
Projects
(NI 43-101).
The definitions used in NI
43-101
are incorporated by reference from the Canadian Institute of Mining, Metallurgy and
Petroleum (CIM) Definition Standards adopted by CIM Council on May 10, 2014 (the CIM Definition Standards). U.S. reporting requirements are governed by the SEC Industry Guide 7 (Industry Guide 7) under
the Securities Act. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms mineral
reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in NI
43-101,
and these definitions differ from the definitions in Industry Guide
7. Under Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further,
under Industry Guide 7, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is
made.
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While the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are defined in and required to be disclosed by NI
43-101,
these terms are not defined terms under Industry Guide
7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Readers are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In
addition, inferred mineral resources have a great amount of uncertainty as to their existence and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred
mineral resource may be upgraded to a higher category. Under Canadian regulations, estimates of inferred mineral resources may not form the basis of feasibility or
pre-feasibility
studies, except in rare
cases. Readers are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian
regulations if such disclosure includes the grade or quality and the quantity for each category of mineral resource and mineral reserve; however, the SEC normally only permits issuers to report mineralization that does not constitute
reserves by SEC standards as in place tonnage and grade without reference to unit measures.
Accordingly,
information contained in this annual report on Form
40-F
and the documents incorporated by reference herein containing descriptions of the Companys mineral deposits may not be comparable to similar
information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation of the Companys management, including the
President and Chief Executive Officer (CEO) and the Executive Vice President and Chief Financial Officer (CFO), of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a15(e)
and 15d15(e) under the Exchange Act) as of December 31, 2017. Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report on Form
40-F,
the Companys disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under
the Exchange Act was recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Companys reports filed under the Exchange Act
was accumulated and communicated to the Companys management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
MANAGEMENTS ANNUAL REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
Managements Responsibility, Evaluation and Report
The Companys management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act. The Companys internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Companys management, including its CEO and CFO, does not expect that its disclosure controls and procedures or
internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
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Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of
controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.
With the participation of the CEO and CFO, management conducted an evaluation of the design and
operation of the Companys internal control over financial reporting as of December 31, 2017, following the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated
Framework (2013)
. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this
evaluation, management concluded in its report that the Companys internal control over financial reporting was effective as of December 31, 2017.
Managements annual report on internal control over financial reporting (the Report) is included with the
Audited Financial Statements which are attached as
Exhibit 99.3
to this annual report on Form
40-F
and incorporated by reference herein.
ATTESTATION REPORT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Companys Independent Registered Public Accounting Firm has issued an attestation report on the Companys
internal control over financial reporting as of December 31, 2017 included with the Audited Financial Statements which are attached as
Exhibit 99.3
to this annual report on Form
40-F.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the period covered by this annual report on Form
40-F,
no changes occurred in
the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
CORPORATE GOVERNANCE
The Company is listed on the Toronto Stock Exchange and is required to describe its practices and policies with regard to
corporate governance, with specific reference to National Instrument
58-101
Disclosure of Corporate Governance Practices,
on an annual basis by way of certain disclosures contained in the
Companys management information circular. The Company is also listed on the New York Stock Exchange (NYSE) and additionally complies with the applicable rules and guidelines of the NYSE as well as the SEC, including those
applicable rules and regulations resulting from the Sarbanes-Oxley Act of 2002. As a result, the Company believes that there are no significant differences between its corporate governance practices and those required to be followed by United States
domestic issuers under the applicable rules and guidelines of the NYSE.
The Companys Board of Directors
(Board) has the following four separately designated and standing committees:
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the Human Resources and Compensation Committee;
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the Governance and Nominating Committee; and
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the Sustainability Committee.
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Each of these committees are independent of management and report directly to the Board. The Board, with the assistance of its
Governance and Nominating Committee, has determined that all the members of these committees are independent, as that term is defined by the NYSEs corporate governance listing standards applicable to the Company. The members of each committee
of the Board are identified under the heading Directors and Officers beginning on page 97 of the AIF attached as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference
herein.
The Company reviews its governance practices and monitors developments in Canada and the United States on an
ongoing basis to ensure it is in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision
making.
The charters for each of the Companys standing committees are available for review on the Companys
website at
www.goldcorp.com
and in print without charge to any shareholder that provides the Company with a written request addressed to the Companys Corporate Secretary.
AUDIT COMMITTEE
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act. The members of the Companys Audit Committee are identified under the heading Audit Committee on page 106 of the AIF which is attached as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are financially literate and independent, as such terms are defined by the NYSEs corporate
governance listing standards applicable to the Company and as determined under Rule
10A-3
of the Exchange Act.
Audit Committee Financial Experts
The Board has determined that Beverley A. Briscoe (Chair), Clement Pelletier, Blanca Treviño and Kenneth F. Williamson
are all audit committee financial experts under the applicable criteria prescribed by the NYSE and the SEC in the general instructions of
Form 40-F.
Audit Committee Charter
The Companys Audit Committee Charter is available on the Companys website at
www.goldcorp.com
, in print
without charge to any shareholder that provides the Company with a written request addressed to the Companys Corporate Secretary, and is attached as Schedule A to the AIF, which is attached as
Exhibit 99.1
to this annual
report on Form
40-F
and incorporated by reference herein.
PRINCIPAL ACCOUNTING FEES AND
SERVICES
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte LLP acted as the Companys Independent Registered Public Accounting Firm for the financial year ended
December 31, 2017. For a description of the total amount billed to the Company by Deloitte LLP for services performed in the last two financial years by category of service (audit fees, audit-related fees, tax fees and all other fees), see
Audit Committee External Auditor Service Fees on page 108 of the AIF, which is attached as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference herein.
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PRE-APPROVAL
OF
NON-AUDIT
SERVICES PROVIDED BY
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
For a description of the Companys
pre-approval
policies and procedures related
to the provision of
non-audit
services, see Audit Committee
Pre-Approval
Policies and Procedures on page 108 of the AIF, which is attached as
Exhibit 99.1
to this annual report on Form
40-F
and incorporated by reference herein.
OFF-BALANCE
SHEET ARRANGEMENTS
The Company does not have any
off-balance
sheet financing arrangements or relationships with unconsolidated special purpose entities.
CODE OF CONDUCT
The Board has adopted a Code of Conduct that applies to all directors, officers and employees of the Company. The Code of
Conduct also sets out the Companys whistleblower policy and, therefore, includes a whistleblower reporting mechanism into the Code of Conduct. The Companys Audit Committee has responsibility for monitoring compliance with the Code of
Conduct by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code of Conduct and acknowledge their support and understanding of the Code of Conduct.
In addition, the Board, through its meetings with management and other informal discussions with management, encourages a
culture of ethical business conduct. The Board believes the Companys management team promotes a culture of ethical business conduct throughout the Companys operations, and expects the Companys management team to monitor the
activities of the Companys employees, consultants and agents in that regard. The Board encourages any concerns regarding ethical conduct in respect of the Companys operations to be raised with the Companys Chairperson of the Audit
Committee; Regional Vice Presidents; local management teams; Director, Ethics and Compliance; Internal Audit Head; Vice President, Regulatory Compliance; or General Counsel, as appropriate. Concerns regarding ethics-related matters can also be
raised through Goldcorps confidential ethics reporting channels. In addition, the Company has implemented an Ethics and Compliance program and monitors adherence with the Code of Conduct through periodic and ad hoc reviews.
All amendments to the Code of Conduct, and all waivers of the Code of Conduct with respect to the Companys principal
executive officer, principal financial officer, principal accounting officer or other persons performing similar functions, will be posted on the Companys website, submitted on Form
6-K
and provided in
print to any shareholder that provides the Company with a written request addressed to the Companys Corporate Secretary.
The Companys Code of Conduct is available on SEDAR at www.sedar.com, on the SEC website at www.sec.gov, on its website
at
www.goldcorp.com
and in print without charge to any shareholder that provides the Company with a written request addressed to the Companys Corporate Secretary.
CONTRACTUAL OBLIGATIONS
For a description of the contractual obligations of the Company, see Commitments starting on page 27 of the
Companys managements discussion and analysis of financial condition and results of operations for the year ended December 31, 2017 (the MD&A) which is attached as
Exhibit 99.2
to this annual report on Form
40-F
and incorporated by reference herein.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31,
2017 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
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MINE SAFETY DISCLOSURE
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Financial Reform Act)
requires that each operator of a coal or other mine disclose in this report certain information about its U.S. mining operations, including the number of certain types of violations and orders issued under the Federal Mine Safety and Health Act of
1977 (the Mine Act) by the U.S. Labor Departments Mine Safety and Health Administration (MSHA). The Company does not have any U.S. mining operations and, as a result, this information is not required.
ADDITIONAL INFORMATION
Additional information relating to the Company, including the Audited Financial Statements, the MD&A and the AIF can be
found on SEDAR at
www.sedar.com
, on the SEC website at
www.sec.gov
or on the Companys website at
www.goldcorp.com
.
Shareholders may also contact the Companys Corporate Secretary by phone at
(604) 696-3000
or by
e-mail
at info@goldcorp.com to request copies of these documents and this annual report on Form
40-F
for no
charge.
CONTACTING THE BOARD
Company shareholders, employees and other interested parties may communicate directly with the Board by:
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writing to:
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Vice Chair and Lead Director
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Goldcorp Inc.
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3400 Park Place
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666 Burrard Street
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Vancouver, BC V6C 2X8
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calling:
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1-866-696-3055
or
1-604-696-3055
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emailing:
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directors@goldcorp.com
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UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC
staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form
40-F,
the securities in relation to which the obligation to file an
annual report on Form
40-F
arises, or transactions in said securities.
CONSENT TO SERVICE OF
PROCESS
The Company has previously filed with the SEC a written consent to service of process and power of attorney
on Form
F-X.
Any change to the name or address of the Companys agent for service shall be communicated promptly to the SEC by amendment to the Form
F-X
referencing
the file number of the Company.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on
Form
40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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GOLDCORP INC.
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By:
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/s/ David Garofalo
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Name:
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David Garofalo
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Date: March 23, 2018
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Title:
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President and Chief Executive Officer
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